Common use of Indebtedness of Subsidiaries Clause in Contracts

Indebtedness of Subsidiaries. The Borrower shall not permit any Subsidiary to create, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness owed to the Borrower or to another Subsidiary; (b) obligations under Swap Contracts, provided that such obligations are (or were) entered into by such Subsidiary in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Subsidiary, or changes in the value of securities issued by such Subsidiary, and not for purposes of speculation or taking a “market view;” (c) Indebtedness secured by Liens permitted by Section 7.01(s), provided that the aggregate outstanding principal amount of such Indebtedness does not at any time exceed the amount permitted by such Section; (d) Indebtedness existing at the time of acquisition of any new Subsidiary by the Borrower or by a then-existing Subsidiary of the Borrower; provided that such Indebtedness was not incurred in contemplation of, and was in existence prior to, such acquisition and that neither the Borrower nor any other Subsidiary of the Borrower has any liability under such Indebtedness (other than a Subsidiary of any Person so acquired); and (e) Indebtedness of Subsidiaries of the Borrower (excluding Indebtedness otherwise permitted in clauses (a) through (d) of this Section 7.03) which does not exceed at any time an aggregate principal amount outstanding equal to fifteen percent (15%) of Consolidated Net Tangible Assets.

Indebtedness of Subsidiaries. The Borrower shall Company will not at any time permit any Subsidiary Subsidiary, directly or indirectly, to create, incur, assume assume, guarantee, have outstanding, or suffer to exist otherwise become or remain directly or indirectly liable for, any Indebtedness, exceptIndebtedness other than: (a) Indebtedness owed to of a Subsidiary outstanding on the Borrower Closing Date and listed on Schedule 5.15 and any extension, renewal or to another Subsidiaryrefunding thereof, provided that the principal amount outstanding at the time of such extension, renewal or refunding is not increased; (b) Indebtedness of (a) any Subsidiary to any Wholly-Owned Subsidiary, (b) the Company or any Co-Obligor to any Wholly-Owned Subsidiary, (c) L▇▇▇▇▇▇ Finance Company B.V. to any Subsidiary (other than any Subsidiary Guarantor) in an aggregate outstanding principal amount not to exceed $50,000,000 at any time and (d) any one or more Co-Obligors to H▇▇▇▇▇ CBI, Limited in the aggregate outstanding principal amount not to exceed $100,000,000; provided, that if either the Company or any Co-Obligor is the obligor on such Indebtedness, such Indebtedness may only be due either the Company or a Co-Obligor and shall be expressly subordinate to the payment in full in cash of the Credit Obligations on terms reasonably satisfactory to the Administrative Agent; (c) guaranties by a Subsidiary Guarantor of Indebtedness of the Company; (d) Indebtedness under the Credit Agreement outstanding from time to time; (e) Indebtedness under the Existing Note Purchase Agreement outstanding from time to time; (f) Indebtedness with respect to the Hedging Arrangements pursuant to which the Company or any Subsidiary has hedged its reasonably estimated interest rate, foreign currency or commodity exposure, and which are non-speculative in nature; (g) Indebtedness under the LOC Agreements and guaranties thereof by the Subsidiary Guarantors; (i) recourse obligations resulting from endorsement of negotiable instruments for collection in the ordinary course of business; (ii) Contingent Obligations of the Company and its Subsidiaries identified as such on Schedule 7.11(h) to this Agreement; (iii) Contingent Obligations (x) incurred by any Subsidiary of the Company to support the performance of bids, tenders, sales, contracts (other than for the repayment of borrowed money) of any other Subsidiary of the Company in the ordinary course of business, (y) incurred by any Subsidiary of the Company under Swap Contractsthe Credit Agreement, provided that such obligations are or (z) with respect to surety, appeal and performance bonds and Performance Letters of Credit obtained by the Company or were) entered into by such any Subsidiary in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Subsidiary, or changes in the value of securities issued by such Subsidiary, business; and not for purposes of speculation or taking a “market view;” (civ) Indebtedness secured by Liens permitted by Section 7.01(s), provided that the aggregate outstanding principal amount of such Indebtedness does not at any time exceed the amount permitted by such Section; (d) Indebtedness existing at the time of acquisition of any new Subsidiary by the Borrower or by a then-existing Subsidiary Contingent Obligations of the Borrower; provided that such Indebtedness was not incurred in contemplation of, and was in existence prior to, such acquisition and that neither Subsidiary Guarantors under the Borrower nor any other Subsidiary of the Borrower has any liability under such Indebtedness (other than a Subsidiary of any Person so acquired)Guaranty; and (ei) Indebtedness of Subsidiaries of the Borrower (excluding Indebtedness a Subsidiary not otherwise permitted in by the preceding clauses (a) through (dg), provided that immediately before and after giving effect to the incurrence thereof and to the application of the proceeds thereof, (i) no Default or Event of Default exists, and (ii) the aggregate amount of all Indebtedness incurred pursuant to this Section 7.037.11(h) which does not exceed at any time an aggregate principal amount outstanding equal to fifteen percent (15%) 20% of Consolidated Net Tangible AssetsWorth.

Indebtedness of Subsidiaries. The Borrower shall will not permit any Restricted Subsidiary to create, incur, assume or suffer permit to exist any Indebtedness, except: (a) Indebtedness owed to under the Borrower or to another SubsidiaryLoan Documents; (b) obligations under Swap ContractsIndebtedness outstanding on the date hereof and set forth on Schedule 6.03 and renewals, provided that extensions and refinancings thereof so long as the principal amount of such obligations are Indebtedness is not increased (other than amounts incurred to pay the costs of such extension, refinancing, renewal or were) entered into by such Subsidiary in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Subsidiary, or changes in the value of securities issued by such Subsidiary, and not for purposes of speculation or taking a “market viewreplacement);” (c) Indebtedness secured by Liens permitted by Section 7.01(s), provided that owing to the aggregate outstanding principal amount of such Indebtedness does not at Borrower or any time exceed the amount permitted by such SectionWholly-Owned Subsidiary; (d) Indebtedness existing at the time of acquisition of any new Subsidiary by the Borrower or by a then-existing Subsidiary of the Borrower; provided that such Indebtedness was not incurred in contemplation of, and was in existence prior to, such acquisition and that neither the Borrower nor any other Subsidiary of the Borrower has any liability under such Indebtedness (other than a Subsidiary of any Person so acquired)Guarantor; and (e) other Indebtedness of Subsidiaries any Restricted Subsidiary; provided that, immediately after giving effect to the incurrence of any such Indebtedness pursuant to this clause (e), the Borrower sum of (excluding Indebtedness otherwise permitted in clauses (ai) through (d) of this Section 7.03) which does not exceed at any time an the aggregate principal amount of all Indebtedness incurred pursuant to this clause (e) and outstanding equal to fifteen percent at such time, plus (ii) the aggregate principal amount of all Indebtedness secured by Liens permitted under Section 6.02(x) and outstanding at such time, shall not exceed 15%) % of Consolidated Net Tangible AssetsAssets (measured as of the date of creation, incurrence or assumption thereof based upon the financial statements most recently available prior to such date).

Indebtedness of Subsidiaries. The Borrower shall will not permit any Subsidiary to create, incur, assume assume, become liable in respect of or suffer to exist any Indebtedness, exceptexcept to the extent otherwise permitted hereunder: (a) Indebtedness (including, without limitation, Capital Lease Obligations) secured by Liens permitted under Section 6.01(b); (i) Indebtedness (including, without limitation, Capital Lease Obligations) secured by Liens permitted under Section 6.01(c) in an aggregate principal amount not to exceed $140,000,000, (ii) Indebtedness (other than Indebtedness permitted by clause (i)) consisting of Capital Lease Obligations and (iii) on and after the date on which Bel-Thai Supermarket Company Ltd. ("Bel- Thai") becomes a Subsidiary, Indebtedness of Bel-Thai in an aggregate principal amount not exceeding $60,000,000; (c) Indebtedness of any Subsidiary owed to the Borrower or to another any other Subsidiary; (b) obligations under Swap Contracts, provided that such obligations are (or were) entered into by such Subsidiary in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Subsidiary, or changes in the value of securities issued by such Subsidiary, and not for purposes of speculation or taking a “market view;” (c) Indebtedness secured by Liens permitted by Section 7.01(s), provided that the aggregate outstanding principal amount of such Indebtedness does not at any time exceed the amount permitted by such Section; (d) Indebtedness existing at the time of acquisition of any new Subsidiary by the Borrower or by a then-existing Subsidiary of the Borrower; provided that such Indebtedness was Target and its subsidiaries outstanding on the Acquisition Date and not incurred in contemplation of, and was in existence prior to, such acquisition and that neither the Borrower nor any other Subsidiary of the Borrower has any liability under such Indebtedness (other than a Subsidiary of any Person so acquired)Acquisition; and (e) additional Indebtedness of the Subsidiaries of the Borrower (excluding Indebtedness otherwise permitted in clauses (a) through (d) of this Section 7.03) which does not exceed at any time an aggregate principal amount outstanding equal to fifteen percent (15%for all Subsidiaries) at no time exceeding (i) $30,000,000 minus (ii) the aggregate principal amount of Indebtedness secured by Liens permitted solely by clause (e) of Consolidated Net Tangible AssetsSection 6.01 outstanding at such time; provided that at any date the aggregate amount of Capital Lease Obligations of all Subsidiaries (other than any such Capital Lease Obligations incurred in reliance on clause (i) of subsection (b)) and the aggregate amount of Capital Lease Obligations of the Borrower will not exceed $1,000,000,000.

Indebtedness of Subsidiaries. The Borrower shall not permit any Subsidiary to create, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness owed to the Borrower or to another Subsidiary; provided, however, that any Indebtedness of the Guarantor owed to another Subsidiary shall be subordinated on terms and conditions satisfactory to Administrative Agent and the Required Lenders in right of payment to its obligations under the Guaranty Agreement; (b) obligations under Swap Contracts, provided that such obligations are (or were) Contracts entered into by such Subsidiary in the ordinary course of business for the purpose of directly mitigating risks associated compliance with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Subsidiary, or changes in the value of securities issued by such Subsidiary, and not for purposes of speculation or taking a “market viewSection 7.11;” (c) Indebtedness secured by Liens permitted by Section 7.01(s), provided that the aggregate outstanding principal amount of such Indebtedness does not at any time exceed the amount permitted by such Section; (d) Indebtedness existing at the time of acquisition of any new Subsidiary by the Borrower or by a then-existing Subsidiary of the Borrower; provided that such Indebtedness was not incurred in contemplation of, and was in existence prior to, such acquisition and that neither the Borrower nor any other Subsidiary of the Borrower has any liability under such Indebtedness (other than a Subsidiary of any Person so acquired); and; (d) guaranty by the Guarantor of the Borrower’s Indebtedness or the Borrower’s indebtedness under the Revolving Credit Agreement; (e) Indebtedness of Subsidiaries Guardian Pipeline, L.L.C. (“Guardian”) pursuant to the Master Shelf Agreement, dated as of November 8, 2001, among Guardian, Prudential Insurance Company of America and the other parties thereto, as amended from time to time, together with any renewals, extensions or refinancings thereof, provided that any renewal, extension or refinancing thereof is not greater than the principal amount of the Borrower Indebtedness being renewed, extended or refinanced, and does not shorten the weighted average life to maturity of such Indebtedness; and (f) Indebtedness of Subsidiaries (excluding Indebtedness otherwise permitted in clauses (a) through (d) of this Section 7.03) which does not exceed at any time an aggregate principal amount outstanding equal to fifteen percent (15%) of Consolidated Net Tangible Assets.

Indebtedness of Subsidiaries. The Borrower shall will not permit any Subsidiary to create, incur, assume or suffer permit to exist any Indebtedness, exceptFunded Indebtedness other than: (i) Indebtedness of any Subsidiary to the Borrower or any other Subsidiary; (ii) Guarantees by any Subsidiary of Indebtedness of any other Subsidiary; provided that the Indebtedness so Guaranteed is otherwise permitted by this Section 6.01; (iii) other Indebtedness of the Subsidiaries in an aggregate principal amount not exceeding the greater of (x) $600,000,000 at any time outstanding and (y) 30% of Consolidated EBITDA for the four consecutive fiscal quarter period of the Borrower most-recently ended on or prior to the most recent date any Indebtedness is incurred in reliance on this clause (iii) for which financial statements have been or were required to be delivered pursuant to paragraph (a) or (b) of Section 5.01; (iv) Indebtedness owed to any Person (including obligations in respect of letters of credit for the Borrower benefit of such Person) providing workers’ compensation, health, disability or other employee benefits or property, casualty or liability insurance, pursuant to another reimbursement or indemnification obligations to such Person, in each case incurred in the ordinary course of business; (v) Indebtedness of any Subsidiary in respect of performance bonds, bid bonds, appeal bonds, surety bonds, performance and completion guarantees and similar obligations (other than in respect of other Indebtedness for borrowed money), in each case provided in the ordinary course of business; (vi) Indebtedness of a Subsidiary in respect of non-speculative Swap Agreements relating to the business or operations of such Subsidiary; (vii) Indebtedness arising from the honoring by a bank or financial institution of a check or similar instrument drawn against insufficient funds in the ordinary course of business, so long as such Indebtedness is repaid within ten Business Days; (viii) Indebtedness in respect of letters of credit, guarantees, counter-indemnities and short term facilities incurred by any Subsidiary engaged in Clearing Operations in connection with the ordinary clearing, depository and settlement procedures (including, without limitation, any letter of credit or guarantees provided to any central securities depositories or external custodians) relating thereto; provided that any advances thereunder are repaid within 10 days following the date of such advance or any drawing under any letter of credit or guarantee; (ix) any Indebtedness of any Clearing House incurred in connection with arrangements related to any Clearing Operations where such Indebtedness arises under the rules, normal procedures, agreements or legislation governing the Clearing Operations or such Clearing House; provided that any loans, advances or other outstanding Indebtedness thereunder are repaid within 10 days following the date on which such loan or advance was made or any other such Indebtedness was incurred; (x) any Indebtedness arising as a result of short-term sale and repurchase transactions entered into by a Subsidiary on market terms and in respect of marketable securities held for investment purposes where the applicable Subsidiary enters into back to back, foreign exchange, swap or derivative transaction in the ordinary course of business; provided that the amount of such Indebtedness doesn’t exceed the principal amount of the securities sold; (xi) Indebtedness incurred in connection with the administration of the UK ESOP Program in the ordinary course of business and not outstanding longer than seven days; (xii) Indebtedness of Regulated Subsidiaries or any direct or indirect parent of any such Regulated Subsidiary incurred to satisfy such Regulated Subsidiary’s determination of any requirement imposed at any time or from time to time by any Governmental Authority in an aggregate principal amount not to exceed $325,000,000 at any time outstanding; provided that any such Indebtedness is not outstanding for longer than 30 days; (xiii) Indebtedness consisting of the financing of insurance premiums in the ordinary course of business; (xiv) Indebtedness of any Subsidiary consisting of purchase money Indebtedness and Capital Lease Obligations not to exceed $70,000,000 outstanding at any time; (xv) Indebtedness arising from agreements of any Subsidiary providing for indemnification, adjustment of purchase or acquisition price or similar obligations, in each case, incurred or assumed in connection with any Acquisition or the disposition of any business, assets or a Subsidiary not prohibited by this Agreement; (xvi) Indebtedness supported by a Letter of Credit, in a principal amount not in excess of the stated amount of such Letter of Credit; (xvii) (A) Indebtedness of any Person that is merged or consolidated with and into any Subsidiary or of any Person that otherwise becomes a Subsidiary after the Closing Date; provided that (x) such Indebtedness exists at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary and (y) immediately after giving effect to the consummation of such merger or consolidation or such Person otherwise becoming a Subsidiary, the Borrower would be in compliance on a Pro Forma Basis with the covenant set forth in Section 6.06 as of the most recent test date for which financial statements have been delivered pursuant to paragraph (a) or (b) obligations under of Section 5.01, and (B) extensions, renewals, replacements and refinancings of any Indebtedness outstanding pursuant to this Section 6.01(xvii); provided that, any Indebtedness outstanding pursuant to this subclause (B) shall not exceed the greater of (i) an aggregate principal amount of $200,000,000 at any time outstanding and (ii) 10% of Consolidated EBITDA for the four consecutive fiscal quarter period of the Borrower most-recently ended on or prior to the most recent date any Indebtedness is incurred in reliance on this subclause (B) for which financial statements have been or were required to be delivered pursuant to paragraph (a) or (b) of Section 5.01; and (xviii) Indebtedness arising from repurchase agreements, reverse repurchase agreements, sell buy back and buy sell back agreements, securities lending and borrowing agreements and any other similar agreement or transaction (including Swap Contracts, provided that such obligations are (or wereAgreements) entered into by the Borrower or such Subsidiary in the ordinary course of business for the purpose of directly mitigating risks associated with liabilitiesits clearing, commitments, investments, assetsdepository and settlement operations, or property held matters reasonably related or reasonably anticipated by such Subsidiaryincidental thereto, or changes in the value management of securities issued by such Subsidiary, and not for purposes of speculation or taking a “market view;” (c) Indebtedness secured by Liens permitted by Section 7.01(s), its liabilities; provided that the aggregate outstanding principal amount of such Indebtedness does not outstanding at any time exceed the amount permitted by such Section; (d) Indebtedness existing at the time of acquisition of any new Subsidiary by the Borrower or by a then-existing Subsidiary of the Borrower; provided that such Indebtedness was not incurred in contemplation of, and was in existence prior to, such acquisition and that neither the Borrower nor any other Subsidiary of the Borrower has any liability under such Indebtedness (other than a Subsidiary of any Person so acquired); and (e) Indebtedness of Subsidiaries of the Borrower (excluding Indebtedness otherwise permitted in clauses (a) through (d) of this Section 7.03) which does not exceed the market value of the securities or other assets sold, loaned or borrowed or otherwise subject to such applicable agreement or transaction at any time an aggregate principal amount outstanding equal to fifteen percent (15%) of Consolidated Net Tangible Assetssuch time.

Indebtedness of Subsidiaries. The Borrower shall not permit any Subsidiary to Incur, create, incur, assume or suffer permit to exist any IndebtednessIndebtedness of any Subsidiary of the Borrower, howsoever evidenced, except: (a) Indebtedness owed to of any corporation outstanding at the Borrower or to another Subsidiarytime such corporation becomes a Subsidiary and not created in contemplation of such event; (b) obligations under Swap Contracts, provided that Indebtedness of any corporation outstanding at the time such obligations are (corporation is merged or were) entered consolidated with or into by such a Subsidiary in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Subsidiary, or changes in the value of securities issued by such Subsidiary, and not for purposes created in contemplation of speculation or taking a “market viewsuch event;” (c) Indebtedness secured by Liens a Lien permitted by Section 7.01(s), provided that the aggregate outstanding principal amount of such Indebtedness does not at any time exceed the amount permitted by such Section8.2 hereof; (d) Indebtedness existing at the time of acquisition of any new Subsidiary by owing to the Borrower or by a then-existing Subsidiary of the Borrower; provided that such Indebtedness was not incurred in contemplation of, and was in existence prior to, such acquisition and that neither the Borrower nor any other Subsidiary of the Borrower has any liability under such Indebtedness (other than a Subsidiary of any Person so acquired)Wholly Owned Subsidiary; and (e) Indebtedness of Subsidiaries of the Borrower (excluding Indebtedness not otherwise permitted in by the foregoing clauses (a) through (d) of this Section 7.03in an aggregate outstanding principal amount for all Subsidiaries at no time exceeding 15% of Consolidated Net Worth; provided that the sum of the principal amount of Indebtedness incurred in accordance with this clause (e) which does not exceed plus the principal amount of Indebtedness permitted to be secured in accordance with Section 8.2(i) at any time an aggregate principal amount outstanding equal to fifteen percent (15%) shall not exceed 20% of Consolidated Net Tangible AssetsWorth. The foregoing is subject to the further limitations that (i) for purposes of this Section, any preferred stock of a Subsidiary held by a Person other than the Borrower or a Wholly Owned Subsidiary shall be included, at the higher of its voluntary or involuntary liquidation value, in the Indebtedness of such Subsidiary and (ii) Indebtedness permitted by this Section does not include a refunding, renewal or extension of such Indebtedness so that any such new Indebtedness must fall independently within one of the above exceptions.

Indebtedness of Subsidiaries. The Borrower shall Company will not permit any Subsidiary that is not a Guarantor to create, incur, assume or suffer permit to exist any Indebtedness, except: (a) Indebtedness owed to created under the Borrower or to another SubsidiaryLoan Documents; (b) Indebtedness existing on the Effective Date and, to the extent in excess of $10,000,000 individually or $25,000,000 in the aggregate, set forth in Schedule 6.01 and Permitted Refinancing Indebtedness in respect of Indebtedness permitted by this clause (b) and Guarantees of any such Permitted Refinancing Indebtedness; (c) Indebtedness to the Company or any other Subsidiary; (d) Guarantees of Indebtedness (i) of any Foreign Subsidiary by any other Subsidiary and (ii) of any other Person by the Borrower or any Subsidiary; provided that Guarantees shall be permitted to be incurred pursuant to this subclause (ii) only if at the time such Guarantee is incurred the aggregate principal amount of Indebtedness Guaranteed pursuant to this subclause (ii) at such time (including such newly Guaranteed Indebtedness) would not exceed $75,000,000; (e) Indebtedness incurred to finance the acquisition, lease, construction, repair, maintenance, replacement, installation or improvement of any fixed or capital assets, including Capital Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and any Permitted Refinancing Indebtedness in respect of Indebtedness permitted by this clause (e); provided that (i) such Indebtedness (other than Permitted Refinancing Indebtedness permitted above in this clause (e)) is incurred prior to or within two hundred seventy (270) days after such acquisition or lease or the completion of such construction, repair, maintenance, replacement, installation or improvement and (ii) the aggregate principal amount of Indebtedness permitted by this clause (e) shall not exceed $500,000,000 at any time outstanding; (f) Indebtedness in respect of letters of credit (including trade letters of credit), bank guarantees or similar instruments issued or incurred in the ordinary course of business, including in respect of card obligations under Swap Contractsor any overdraft and related liabilities arising from treasury, depository and cash management services or any automated clearing house transfers, workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; (g) Attributable Receivables Indebtedness incurred pursuant to Permitted Receivables Facilities, not to exceed $600,000,000; (h) Indebtedness of Foreign Subsidiaries, provided that Indebtedness shall be permitted to be incurred pursuant to this clause (h) only if at the time such obligations are Indebtedness is incurred the aggregate principal amount of Indebtedness outstanding pursuant to this clause (h) at such time (including such Indebtedness) would not exceed $1,000,000,000 (or werethe Spot Rate equivalent thereof at the time of incurrence of such Indebtedness in such other currency as reasonably determined by the Company); (i) Indebtedness under Swap Agreements entered into by such Subsidiary in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Subsidiary, or changes in the value of securities issued by such Subsidiary, and not for purposes of speculation or taking a “market viewspeculative purposes;” (cj) Indebtedness secured by Liens permitted in respect of bid, performance, surety, stay, customs, appeal or replevin bonds or performance and completion guarantees and similar obligations issued or incurred in the ordinary course of business, including guarantees or obligations of any Subsidiary with respect to letters of credit, bank guarantees or similar instruments supporting such obligation, in each case, not in connection with Indebtedness for money borrowed; (k) Indebtedness consisting of bona fide purchase price adjustments, earn-outs, indemnification obligations, obligations under deferred compensation or similar arrangements and similar items incurred in connection with acquisitions and asset sales not prohibited by Section 7.01(s)6.10; (l) [Reserved]; (m) Cash Management Obligations and other Indebtedness in respect of card obligations, netting services, overdraft protections, cash management services and similar arrangements in each case in connection with deposit accounts; (n) Indebtedness consisting of (x) the financing of insurance premiums with the providers of such insurance or their affiliates or (y) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (o) Indebtedness supported by a letter of credit under the Senior Credit Agreement, in a principal amount not to exceed the face amount of such letter of credit; (p) [Reserved]; (q) other Indebtedness; provided that Indebtedness shall be permitted to be incurred pursuant to this clause (q) only if at the time such Indebtedness is incurred the aggregate outstanding principal amount of Indebtedness outstanding pursuant to this clause (q) at such time (including such Indebtedness) would not exceed $250,000,000; (r) Indebtedness in the form of Guarantees of Indebtedness of joint ventures; provided that Indebtedness shall be permitted to be incurred pursuant to this clause (r) only if at the time such Indebtedness does is incurred the aggregate principal amount of Indebtedness outstanding pursuant to this clause (r) at such time (including such Indebtedness) would not exceed $300,000,000 (or, if on a Pro Forma Basis for such Guarantee, the Consolidated Net Leverage Ratio is less than or equal to 2.50 to 1.0 as of the last day of the most recent fiscal quarter for which financial statements have been delivered pursuant to Section 5.01(a) or (b), $400,000,000); (s) Indebtedness in respect of judgments, decrees, attachments or awards not constituting an Event of Default under clause (k) of Article VII; (t) Indebtedness of a Person assumed in connection with an acquisition of such Person by the Company or a Subsidiary and not created in contemplation thereof and any Permitted Refinancing Indebtedness in respect of such Indebtedness in an aggregate principal amount not to exceed $250,000,000 at any time exceed the amount permitted by such Sectionoutstanding pursuant to this clause (t); (du) Indebtedness existing in the form of reimbursements owed to officers, directors, consultants and employees; (v) Indebtedness incurred under industrial revenue bonds or other qualified tax exempt bond financings and Permitted Refinancing Indebtedness in respect thereof in an aggregate principal amount not to exceed $25,000,000 at any time outstanding pursuant to this clause (v); (w) Indebtedness under the time Senior Credit Agreement in an amount not to exceed $2,000,000,000; (x) endorsements for collection, deposit or negotiation and warranties of products or services, in each case incurred in the ordinary course of business; and (y) Indebtedness of the Target assumed in connection with the acquisition of any new Subsidiary by such Person, outstanding as of the Borrower date of the Commitment Letter and not created in contemplation of the Investment or by of such Person becoming a then-existing Subsidiary of the Borrower; provided that Company and any Permitted Refinancing Indebtedness in respect of such Indebtedness was not incurred in contemplation of, and was in existence prior to, such acquisition and that neither the Borrower nor any other Subsidiary Indebtedness. Each category of the Borrower has any liability under such Indebtedness (other than a Subsidiary of any Person so acquired); and (e) Indebtedness of Subsidiaries of under the Borrower (excluding Indebtedness otherwise permitted in clauses Loan Documents which shall at all times be deemed to be outstanding pursuant to clause (a)) through (d) set forth above shall be deemed to be cumulative and for purposes of determining compliance with this Section 7.036.01, in the event that an item of Indebtedness (or any portion thereof) which does not exceed at any time an aggregate principal meets the criteria of more than one of the categories described above, the Company, in its sole discretion, may classify or reclassify (or later divide, classify or reclassify) such item of Indebtedness (or any portion thereof) and shall only be required to include the amount outstanding equal to fifteen percent (15%) and type of Consolidated Net Tangible Assetssuch Indebtedness in one of the above clauses.

Indebtedness of Subsidiaries. The Borrower shall Company will not permit any Subsidiary to incur, create, incur, assume or suffer permit to exist any Indebtedness, howsoever evidenced, except: (a) Indebtedness owed to of any Person outstanding at the Borrower or to another Subsidiarytime such Person becomes a Subsidiary (other than as a result of a Division) and not created in contemplation of such event; (b) obligations under Swap Contracts, provided that Indebtedness of any Person outstanding at the time such obligations are (Person is merged or were) entered consolidated with or into by such a Subsidiary in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Subsidiary, or changes in the value of securities issued by such Subsidiary, and not for purposes created in contemplation of speculation or taking a “market viewsuch event;” (c) Indebtedness secured by Liens a Lien permitted by Section 7.01(s), provided that the aggregate outstanding principal amount of such Indebtedness does not at any time exceed the amount permitted by such Section7.02 hereof; (d) Indebtedness existing at owing to the time Company or a Wholly Owned Subsidiary; (e) Refinancing Indebtedness in respect of acquisition of any new Subsidiary Indebtedness permitted by the Borrower clause (a), (b) or by a then-existing Subsidiary of the Borrower; provided that such Indebtedness was not incurred in contemplation of, and was in existence prior to, such acquisition and that neither the Borrower nor any other Subsidiary of the Borrower has any liability under such Indebtedness (c) above (other than, in the case of clause (c), Refinancing Indebtedness in respect of (i) Indebtedness referred to in Section 7.02(j) or (ii) Indebtedness referred to in Section 7.02(h) insofar as such Refinancing Indebtedness would be owed to a Person other than the Company or a Subsidiary of any Person so acquiredWholly Owned Subsidiary); and (ef) Indebtedness of Subsidiaries of the Borrower (excluding Indebtedness not otherwise permitted in by the foregoing clauses (a) through (d) of this Section 7.03in an aggregate outstanding principal amount for all Subsidiaries at no time exceeding 15% of Consolidated Net Worth; provided that the sum of the aggregate principal amount of Indebtedness incurred in accordance with this clause (f) which does not exceed plus the aggregate principal amount of Indebtedness permitted to be secured in accordance with Section 7.02(j) at any time an aggregate principal amount outstanding equal to fifteen percent (15%) shall not exceed 20% of Consolidated Net Tangible AssetsWorth. The foregoing is subject to the further limitation that for purposes of this Section, any preferred stock of a Subsidiary held by a Person other than the Company or a Wholly Owned Subsidiary shall be included, at the higher of its voluntary or involuntary liquidation value, in the Indebtedness of such Subsidiary.

Indebtedness of Subsidiaries. The Borrower shall not permit any Subsidiary to Incur, create, incur, assume or suffer permit to exist any IndebtednessIndebtedness of any Subsidiary of the Guarantor, howsoever evidenced, except: (a) Indebtedness owed to of any corporation outstanding at the Borrower or to another Subsidiarytime such corporation becomes a Subsidiary and not created in contemplation of such event; (b) obligations under Swap Contracts, provided that Indebtedness of any corporation outstanding at the time such obligations are (corporation is merged or were) entered consolidated with or into by such a Subsidiary in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Subsidiary, or changes in the value of securities issued by such Subsidiary, and not for purposes created in contemplation of speculation or taking a “market viewsuch event;” (c) Indebtedness secured by Liens a Lien permitted by Section 7.01(s), provided that the aggregate outstanding principal amount of such Indebtedness does not at any time exceed the amount permitted by such Section8.2 hereof; (d) Indebtedness existing at owing to the time of acquisition of any new Subsidiary by the Borrower Guarantor or by a then-existing Subsidiary of the Borrower; provided that such Indebtedness was not incurred in contemplation of, and was in existence prior to, such acquisition and that neither the Borrower nor any other Subsidiary of the Borrower has any liability under such Indebtedness (other than a Subsidiary of any Person so acquired)Wholly Owned Subsidiary; and (e) Indebtedness of Subsidiaries of the Borrower (excluding Indebtedness not otherwise permitted in by the foregoing clauses (a) through (d) of this Section 7.03in an aggregate outstanding principal amount for all Subsidiaries at no time exceeding 15% of Consolidated Net Worth; provided that the sum of the principal amount of Indebtedness incurred in accordance with this clause (e) which does not exceed plus the principal amount of Indebtedness permitted to be secured in accordance with Section 8.2(i) at any time an aggregate principal amount outstanding equal to fifteen percent (15%) shall not exceed 20% of Consolidated Net Tangible AssetsWorth. The foregoing is subject to the further limitations that (i) for purposes of this Section, any preferred stock of a Subsidiary held by a Person other than the Guarantor or a Wholly Owned Subsidiary shall be included, at the higher of its voluntary or involuntary liquidation value, in the Indebtedness of such Subsidiary and (ii) Indebtedness permitted by this Section does not include a refunding, renewal or extension of such Indebtedness so that any such new Indebtedness must fall independently within one of the above exceptions.

Indebtedness of Subsidiaries. The Borrower shall not permit No Restricted Subsidiary will in any Subsidiary to create, incur, assume manner owe or suffer to exist any Indebtedness, be liable for Indebtedness except: (a) Indebtedness owed to Guarantees of the Borrower or to another SubsidiaryObligations; (b) capital lease obligations under Swap Contracts(excluding oil, provided that such obligations are (gas or weremineral leases) entered into by such Subsidiary in the ordinary course of such Restricted Subsidiary’s business for in arm’s length transactions at competitive market rates under competitive terms and conditions in all respects, provided that the purpose outstanding principal amount of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Subsidiary, or changes capital lease obligations shall not exceed $100,000,000 in the value of securities issued by such Subsidiary, and not aggregate for purposes of speculation or taking a “market viewall Restricted Subsidiaries at any time;” (c) Indebtedness secured owed by Liens permitted any Restricted Subsidiary to the Borrower or unsecured Indebtedness owed by Section 7.01(s), provided that the aggregate outstanding principal amount of such Indebtedness does not at any time exceed the amount permitted by such SectionRestricted Subsidiaries to a wholly-owned Restricted Subsidiary; (d) Indebtedness existing at the time of acquisition of any new Subsidiary by the Borrower or by a then-existing Subsidiary of the Borrower; provided that such Indebtedness was not incurred Restricted Subsidiaries for plugging and abandonment bonds issued by third parties or for letters of credit issued in contemplation ofplace thereof which are required by regulatory authorities in the area of operations, and was in existence prior to, Indebtedness of the Restricted Subsidiaries for other bonds or letters of credit which are required by such acquisition regulatory authorities with respect to other normal oil and that gas operations; (e) non-recourse Indebtedness as to which neither the Borrower nor any other Subsidiary of the Borrower has Restricted Subsidiaries (i) provides any liability under such Indebtedness (other than a Subsidiary guaranty or credit support of any Person so acquiredkind (including any undertaking, guarantee, indemnity, agreement or instrument that would constitute Indebtedness) or (ii) is directly or indirectly liable (as a guarantor or otherwise); and; (ef) Indebtedness of Subsidiaries a Person that becomes, by acquisition or merger, a Restricted Subsidiary which Indebtedness existed prior to the time of the Borrower such acquisition or merger and was not incurred or created in contemplation of such acquisition or merger; (excluding g) Indebtedness otherwise under Swap Contracts permitted under Section 7.10; (h) unsecured Indebtedness of any Restricted Subsidiary not described in clauses subsections (a) through (dg) above if at the time such Indebtedness is incurred, no Default shall have occurred and be continuing hereunder; provided that the outstanding principal balance of Indebtedness of the Restricted Subsidiaries permitted under this Section 7.03subsection (h) which does shall not exceed at any time exceed $100,000,000 in the aggregate; and (i) Indebtedness of Restricted Subsidiaries (including capital lease obligations) not described in subsections (a) through (h) above secured by Permitted Liens in an aggregate principal amount outstanding equal not to fifteen percent (15%) of Consolidated Net Tangible Assetsexceed $50,000,000 at any time outstanding.

Indebtedness of Subsidiaries. The Borrower shall not permit any Subsidiary to create, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness owed to the Borrower or to another Subsidiary; (b) obligations under Swap Contracts, provided that such obligations are (or were) entered into by such Subsidiary in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Subsidiary, or changes in the value of securities issued by such Subsidiary, and not for purposes of speculation or taking a “market view;” (c) Indebtedness secured by Liens permitted by Section 7.01(s), provided that the aggregate outstanding principal amount of such Indebtedness does not at any time exceed the amount permitted by such Section; (d) Indebtedness existing at the time of acquisition of any new Subsidiary by the Borrower or by a then-existing Subsidiary of the Borrower; provided that such Indebtedness was not incurred in contemplation of, and was in existence prior to, such acquisition and that neither the Borrower nor any other Subsidiary of the Borrower has any liability under such Indebtedness (other than a Subsidiary of any Person so acquired); and (e) other Indebtedness of Subsidiaries of the Borrower (excluding Indebtedness otherwise permitted in clauses (a) through (d) of this Section 7.03) which does not exceed at any time an aggregate principal amount outstanding equal to fifteen percent (15%) 5.0% of Consolidated Net Tangible Assets.

Indebtedness of Subsidiaries. The Borrower shall will not permit any Subsidiary (other than the Excluded Subsidiary) to create, incur, assume create or suffer to exist any Indebtedness, except: (a) Indebtedness owed incurred to finance the Borrower acquisition, repair or to another Subsidiaryimprovement of any fixed or capital assets, including Capitalized Lease Obligations (and any Replacement Indebtedness in respect thereof); provided that (i) the principal amount of such Indebtedness shall not exceed the purchase price of such assets or the cost of such repair or improvement, (ii) such Indebtedness (and any Replacement Indebtedness in respect thereof) shall not be secured by any Lien on any assets other than the assets so acquired, repaired or improved and (iii) the aggregate principal amount of such Indebtedness and such Replacement Indebtedness, when taken together with the aggregate principal amount of any Indebtedness incurred under clause (j) of this Section 6.01, shall not exceed $15,000,000 at any time outstanding; (b) obligations under Swap Contracts, Indebtedness of any Subsidiary to the Borrower or any other Subsidiary; provided that (i) any such obligations are Indebtedness owing by any Loan Party shall be subordinated to the Obligations on terms no less favorable to the Lenders than those set forth in Exhibit G, (or wereii) entered into any such Indebtedness owing to any Loan Party shall be evidenced by such Subsidiary in the ordinary course of business for the purpose of directly mitigating risks associated with liabilitiesa promissory note, commitments, investments, assets, or property held or reasonably anticipated by such Subsidiary, or changes in the value of securities issued by such Subsidiarywhich may be a global note, and shall have been pledged pursuant to the Collateral Agreement and (iii) any such Indebtedness of any Subsidiary that is not for purposes of speculation a Loan Party to the Borrower or taking a “market viewany other Loan Party shall be incurred in compliance with Section 6.09(b);” (c) Indebtedness secured by Liens permitted by Section 7.01(s), provided that created under the aggregate outstanding principal amount of such Indebtedness does not at any time exceed the amount permitted by such SectionLoan Documents; (d) Attributable Debt in connection with any Sale-Leaseback Transaction permitted pursuant to Section 6.03; (e) Indebtedness of a Person existing at the time of acquisition of such Person becomes a Subsidiary and any new Subsidiary by the Borrower or by a then-existing Subsidiary of the BorrowerReplacement Indebtedness in respect thereof; provided that such Indebtedness was not incurred created in contemplation of, and was of or in existence prior to, connection with such acquisition and that neither the Borrower nor any other Subsidiary of the Borrower has any liability under such Indebtedness (other than Person becoming a Subsidiary of any Person so acquired); andSubsidiary; (ef) Indebtedness existing on the Restatement Effective Date and set forth on Schedule 6.01 and any Replacement Indebtedness in respect thereof; (g) Guarantees of Subsidiaries of the Borrower (excluding Indebtedness otherwise permitted in under clauses (a) through (d) of this Section 7.036.01; provided that such Guarantees comply with Section 6.09; (h) which does Indebtedness owed in respect of netting services, overdraft protections and similar arrangements, in each case incurred in the ordinary course of business in connection with cash management and deposit accounts; (i) Indebtedness incurred in the ordinary course of business and arising from agreements or arrangements providing for surety, stay and appeal bonds or as an account party in respect of letters of credit; provided that the aggregate amount of Indebtedness in respect of letters of credit incurred in reliance on this clause (i) shall not exceed $15,000,000 at any time an outstanding; and (j) other Indebtedness of any Subsidiary; provided that the aggregate principal amount outstanding equal to fifteen percent of all Indebtedness incurred under this clause (15%j), when taken together with the aggregate principal amount of all Indebtedness incurred under clause (a) of Consolidated Net Tangible Assetsthis Section 6.01, shall not exceed $15,000,000 at any time outstanding.

Indebtedness of Subsidiaries. The Borrower shall will not permit any Subsidiary to of its Subsidiaries (other than CooperVision International) to, contract, create, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness owed to incurred under this Agreement and the Borrower or to another Subsidiaryother Loan Documents; (b) obligations under Swap Contractsthe Indebtedness set forth on Schedule 6.04 hereto, provided that and any refinancing, extension, renewal or refunding of any such obligations are (or were) entered into by such Subsidiary Indebtedness not involving an increase in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, principal amount thereof except by an amount equal to a reasonable premium or property held or reasonably anticipated by such Subsidiary, or changes in the value of securities issued by such Subsidiaryother reasonable amount paid, and not for purposes of speculation or taking a “market viewfees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder;” (c) Indebtedness secured by Liens permitted by Section 7.01(s)assumed in connection with any Acquisition, provided that the aggregate outstanding principal amount of such Indebtedness does not at any time exceed the amount permitted by such Section; (di) Indebtedness existing at the time of acquisition of any new Subsidiary by the Borrower or by a then-existing Subsidiary of the Borrower; provided that such Indebtedness was not incurred in contemplation ofof such Indebtedness was not incurred in contemplation of such Acquisition, and was in existence prior to, (ii) no Default or Event of Default shall then exist or at the time such acquisition and that neither Indebtedness is assumed by the Borrower nor will exist and (iii) the Borrower and its Subsidiaries shall be in compliance with the Financial Covenants (after giving effect to any increase to the maximum Total Leverage Ratio pursuant to Section 6.06(a) during a Total Leverage Ratio Increase Period, if applicable) both immediately before and after giving pro forma effect to the assumption of such Indebtedness; (d) Indebtedness (i) owed by any Loan Party to any other Loan Party, (ii) owed by any Foreign Subsidiary or any Non-Guarantor Subsidiary to any Loan Party, so long as at the time such Indebtedness in incurred and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing or (iii) owed by any Subsidiary of the Borrower has to any liability under such Indebtedness (other than a Foreign Subsidiary of or any Person so acquired); andNon-Guarantor Subsidiary; (e) Indebtedness of such Subsidiaries under or in support of Hedge Agreements, provided such Hedge Agreements have been entered into in the ordinary course of business and not for speculative purposes; (f) Indebtedness (i) consisting of Capital Lease Obligations or (ii) incurred in connection with the acquisition, construction or improvement of fixed or capital assets secured by Liens permitted pursuant to Section 6.03(c) hereof; (g) Indebtedness incurred by a Subsidiary Guarantor in connection with a Permitted Securitization Transaction, provided that the aggregate amount of all such Indebtedness outstanding at any time pursuant to this clause (g) shall not exceed $200,000,000; (h) any Guaranty Obligations of any Subsidiary of the Borrower in favor of the Administrative Agent, the Lenders and any other Credit Party in respect of any Designated Hedge Agreement; (excluding i) any Guaranty Obligation incurred (i) by any Loan Party with respect to Indebtedness otherwise of another Loan Party (other than CooperVision International), or (ii) by CooperVision International or the Borrower of any Indebtedness of the Borrower or any Subsidiary, in each case which Indebtedness is permitted by Section 6.04 (other than this clause (i)); (j) any Guaranty Obligations of any Subsidiary of the Borrower with respect to Indebtedness incurred pursuant to Section 6.04(l); (k) additional Indebtedness of any Subsidiary that is a Loan Party, provided that, solely with respect to this clause (k), (i) no Default or Event of Default shall then exist or at the time of incurrence of such Indebtedness will exist and (ii) the Borrower and its Subsidiaries shall be in clauses compliance with the Financial Covenants (aafter giving effect to any increase to the maximum Total Leverage Ratio pursuant to Section 6.06(a) through during a Total Leverage Ratio Increase Period, if applicable) both immediately before and after giving pro forma effect to the incurrence of such Indebtedness; and (dl) additional Indebtedness of any Subsidiary that is not a Loan Party, so long as at the time of and after giving effect to the incurrence of such Indebtedness (A) the aggregate principal amount of (i) all such Indebtedness permitted pursuant to this clause (l) and (ii) all obligations secured by Liens permitted pursuant to Section 7.03) which 6.03(k), when taken together (without duplication in the case of Liens securing Indebtedness permitted pursuant to this clause (l)), does not exceed at any time exceed an aggregate principal amount outstanding equal to fifteen percent (15%) the greater of $465,000,000 and 25% of Consolidated Net Total Tangible Assets, (B) no Default or Event of Default has occurred and is continuing, and (C) the Borrower and its Subsidiaries shall be in compliance with the Financial Covenants (after giving effect to any increase to the maximum Total Leverage Ratio pursuant to Section 6.06(a) during a Total Leverage Ratio Increase Period, if applicable) both immediately before and after giving pro forma effect to the incurrence of such Indebtedness.

Indebtedness of Subsidiaries. The No Borrower shall not will permit any Subsidiary to of its Subsidiaries (other than CooperVision International) to, contract, create, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness owed to incurred under this Agreement and the Borrower or to another Subsidiaryother Loan Documents; (b) obligations under Swap Contractsthe Indebtedness set forth on Schedule 6.04 hereto, provided that and any refinancing, extension, renewal or refunding of any such obligations are (or were) entered into by such Subsidiary Indebtedness not involving an increase in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, principal amount thereof except by an amount equal to a reasonable premium or property held or reasonably anticipated by such Subsidiary, or changes in the value of securities issued by such Subsidiaryother reasonable amount paid, and not for purposes of speculation or taking a “market viewfees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder;” (c) Indebtedness secured by Liens permitted by Section 7.01(s)assumed in connection with any Acquisition, provided that the aggregate outstanding principal amount of such Indebtedness does not at any time exceed the amount permitted by such Section; (di) Indebtedness existing at the time of acquisition of any new Subsidiary by the Borrower or by a then-existing Subsidiary of the Borrower; provided that such Indebtedness was not incurred in contemplation ofof such Indebtedness was not incurred in contemplation of such Acquisition, (ii) no Default or Event of Default shall then exist or at the time such Indebtedness is assumed by such Borrower will exist and was (iii) such Borrower and its Subsidiaries shall be in existence prior tocompliance with the Financial Covenants (after giving effect to any increase to the maximum Total Leverage Ratio pursuant to Section 6.06(a) during a Total Leverage Ratio Increase Period, if applicable) both immediately before and after giving pro forma effect to the assumption of such acquisition and that neither the Borrower nor Indebtedness; (d) Indebtedness (i) owed by any Loan Party to any other Loan Party, (ii) owed by any Foreign Subsidiary or any Non-Guarantor Subsidiary to any Loan Party, so long as at the time such Indebtedness in incurred and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing or (iii) owed by any Subsidiary of the Borrower has Company to any liability under such Indebtedness (other than a Foreign Subsidiary of or any Person so acquired); andNon-Guarantor Subsidiary; (e) Indebtedness of such Subsidiaries under or in support of Hedge Agreements, provided such Hedge Agreements have been entered into in the Borrower ordinary course of business and not for speculative purposes; (excluding f) Indebtedness otherwise (i) consisting of Capital Lease Obligations or (ii) incurred in connection with the acquisition, construction or improvement of fixed or capital assets secured by Liens permitted pursuant to Section 6.03(c) hereof; (g) Indebtedness incurred by a Subsidiary Guarantor in clauses (a) through (d) connection with a Permitted Securitization Transaction, provided that the aggregate amount of this Section 7.03) which does not exceed all such Indebtedness outstanding at any time an pursuant to this clause (g) shall not exceed $200,000,000; (h) any Guaranty Obligations of any Subsidiary of the Company in favor of the Administrative Agent, the Issuing Bank and the Lenders and any other Credit Party in respect of any Designated Hedge Agreement; (i) any Guaranty Obligation incurred (i) by any Loan Party with respect to Indebtedness of another Loan Party (other than CooperVision International), or (ii) by CooperVision International or the Company of any Indebtedness of the Company or any Subsidiary, in each case which Indebtedness is permitted by Section 6.04 (other than this clause (i)); (j) any Guaranty Obligations of any Subsidiary of the Company with respect to Indebtedness incurred pursuant to Section 6.04(l); (k) additional Indebtedness of any Subsidiary that is a Loan Party, provided that, solely with respect to this clause (k), (i) no Default or Event of Default shall then exist or at the time of incurrence of such Indebtedness will exist and (ii) the Company and its Subsidiaries shall be in compliance with the Financial Covenants (after giving effect to any increase to the maximum Total Leverage Ratio pursuant to Section 6.06(a) during a Total Leverage Ratio Increase Period, if applicable) both immediately before and after giving pro forma effect to the incurrence of such Indebtedness; and (l) additional Indebtedness of any Subsidiary that is not a Loan Party, so long as at the time of and after giving effect to the incurrence of such Indebtedness (A) the aggregate principal amount outstanding of (i) all such Indebtedness permitted pursuant to this clause (l) and (ii) all obligations secured by Liens permitted pursuant to Section 6.03(k), when taken together (without duplication in the case of Liens securing Indebtedness permitted pursuant to this clause (l)), does not at any time exceed an amount equal to fifteen percent (15%) the greater of $465,000,000 and 25% of Consolidated Net Total Tangible Assets, (B) no Default or Event of Default has occurred and is continuing, and (C) the Company and its Subsidiaries shall be in compliance with the Financial Covenants (after giving effect to any increase to the maximum Total Leverage Ratio pursuant to Section 6.06(a) during a Total Leverage Ratio Increase Period, if applicable) both immediately before and after giving pro forma effect to the incurrence of such Indebtedness.

Indebtedness of Subsidiaries. The Borrower shall not permit Permit any Subsidiary of the Borrower to create, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness owed to under the Borrower or to another SubsidiaryLoan Documents and under the Existing Credit Agreement; (b) obligations under Swap Contracts, provided that such obligations are (or were) entered into by such Subsidiary Guarantees in respect of Indebtedness otherwise permitted hereunder of the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Subsidiary, or changes in the value of securities issued by such Subsidiary, and not for purposes of speculation or taking a “market viewBorrower;” (c) Indebtedness secured owed by Liens any Subsidiary to (i) the Borrower, or (ii) another Subsidiary, provided that if such Subsidiary to whom such Indebtedness is owed is not a Guarantor, then such Indebtedness (other than Indebtedness owed by a Foreign Subsidiary to another Foreign Subsidiary) shall be subordinated to the Obligations pursuant to terms substantially the same as the subordination terms applicable to the Guarantors pursuant to the Guaranty; (d) purchase money Indebtedness permitted by Section 7.01(s7.01(h); (e) Guarantees in respect of Senior Notes Indebtedness in an aggregate principal amount of up to $1,000,000,000; (f) unsecured Indebtedness, provided that (i) both before and after such Indebtedness is created, incurred or assumed, no Default or Event of Default shall have occurred and be continuing, and (ii) the aggregate outstanding principal amount of such Indebtedness does not at any time exceed the amount permitted by such Section; (d) Indebtedness existing at the time of acquisition of any new Subsidiary by the Borrower or by a then-existing Subsidiary of the Borrower; provided that such Indebtedness was not incurred in contemplation of, and was in existence prior to, such acquisition and that neither the Borrower nor any other Subsidiary of the Borrower has any liability under such Indebtedness (other than a Subsidiary of any Person so acquired); and (e) Indebtedness of for all Subsidiaries of the Borrower (excluding Indebtedness otherwise permitted in clauses (a) through (d) of this Section 7.03) which does taken together shall not exceed at any time an aggregate principal amount outstanding equal to fifteen percent (15%) 10% of Consolidated Net Tangible AssetsWorth; and (g) secured Indebtedness, provided that (i) both before and after such Indebtedness is created, incurred or assumed, no Default or Event of Default shall have occurred and be continuing, and (ii) the aggregate outstanding principal amount of such Indebtedness for all Subsidiaries taken together shall not exceed at any time an amount equal to 5% of Consolidated Net Worth.

Indebtedness of Subsidiaries. The Borrower shall not permit Permit any Subsidiary Consolidated Company other than the Company to create, incur, assume or suffer to exist any Indebtedness, exceptother than: (a) any Indebtedness owed to outstanding on the Borrower or to another SubsidiaryClosing Date and described in the most recent filings by the Company with the Securities and Exchange Commission and in the most recent financial statements filed by UAP with the appropriate Canadian securities authority, if any, and extensions, refundings, refinancings, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; (b) obligations under Swap Contractspurchase money Indebtedness to the extent secured by a Lien permitted by Section 8.02(b) or Capital Lease Obligations, provided that the aggregate principal amount of such Indebtedness and Capital Lease Obligations does not exceed $75,000,000 in the aggregate; (c) if one hundred percent (100%) of the Equity Interests of Exego has been acquired by the Company or any of its Subsidiaries, (i) Indebtedness of Exego in existence at the time of such acquisition, (ii) Indebtedness in connection with a working capital facility for Exego, and (iii) Indebtedness of Exego incurred in connection with such acquisition; (d) Indebtedness of UAP owing to any Person; (e) Indebtedness owed to any other Consolidated Company; (f) Indebtedness of any Person that becomes a Subsidiary after the Closing Date; provided that such Indebtedness exists at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary, and extensions, refundings, refinancings, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof and which are not on more restrictive terms than such Indebtedness; (g) Other Indebtedness not described in the foregoing clauses (a) through (f) in an aggregate outstanding principal amount not to exceed $300,000,000 at any time; (h) obligations (contingent or otherwise) of any Loan Party (other than the Company) or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Subsidiary Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such SubsidiaryPerson, or changes in the value of securities issued by such SubsidiaryPerson, and not for purposes of speculation or taking a “market view;” ” and (cii) Indebtedness secured by Liens permitted by Section 7.01(s), provided that the aggregate outstanding principal amount of such Indebtedness Swap Contract does not at contain any time exceed provision exonerating the amount permitted by such Sectionnon-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (di) Indebtedness existing at the time of acquisition guaranties by any Consolidated Company of any new Subsidiary by the Borrower or by a then-existing Subsidiary of the Borrower; provided that such Indebtedness was not incurred in contemplation of, and was in existence prior to, such acquisition and that neither the Borrower nor any other Subsidiary of the Borrower has any liability under such Indebtedness (other than a Subsidiary of any Person so acquired); and (e) Indebtedness of Subsidiaries of the Borrower (excluding Indebtedness otherwise permitted in under the foregoing clauses (a) through (dh); and (j) of this Section 7.03) which does not exceed at any time an aggregate principal amount outstanding equal to fifteen percent (15%) of Consolidated Net Tangible Assetsthe Obligations.

Indebtedness of Subsidiaries. The Borrower shall not permit any Non-Guarantor Subsidiary to create, incur, assume or suffer to exist any Indebtedness, except: (a) (i) subject to the terms and conditions set forth in Section 7.01(b), Indebtedness secured by Liens permitted by Section 7.01(b), (ii) subject to the terms and conditions set forth in Section 7.01(h), purchase money Indebtedness, Off-Balance Sheet Liabilities or capital lease obligations secured by Liens permitted by Section 7.01(h) and (iii) to the extent constituting Indebtedness and subject to the terms and conditions set forth in Sections 7.01(e), (f) or (l), as applicable, such Indebtedness secured by Liens permitted by Sections 7.01(e), (f) or (l), as applicable; (b) unsecured Indebtedness owed by any Subsidiary to the Borrower or to another Subsidiary; (b) obligations under Swap Contracts, provided that such obligations are (or were) entered into by such Subsidiary in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Subsidiary, or changes in the value of securities issued by such Subsidiary, and not for purposes of speculation or taking a “market view;” (c) (i) subject to the terms and conditions set forth in Section 7.01(k), Indebtedness secured by Liens permitted by Section 7.01(s7.01(k), and (ii) unsecured Indebtedness existing at the time of acquisition or purchase, including by way of merger, by the Borrower or any of its Subsidiaries of any business entity, so long as such Indebtedness was not incurred, extended or renewed in contemplation of such acquisition or purchase; provided that at the time of the assumption of such Indebtedness or the acquisition or purchase of such business entity and after giving effect thereto, no Default or Event of Default would exist; and (d) Indebtedness not otherwise permitted by this Section 7.03 and incurred and outstanding under this clause (d) after giving effect thereto; provided, that the aggregate outstanding principal amount of such Indebtedness does Priority Debt shall not at any time exceed the amount permitted by such Section; (d) Indebtedness existing exceed, at the time of acquisition incurrence, assumption or creation of any new Subsidiary by the Borrower or by a then-existing Subsidiary of the Borrower; provided that such Indebtedness was not incurred in contemplation of, and was in existence prior to, such acquisition and that neither the Borrower nor any other Subsidiary of the Borrower has any liability under such Indebtedness (other than a Subsidiary of any Person so acquired); and (e) Indebtedness of Subsidiaries of the Borrower (excluding Indebtedness otherwise permitted in clauses (a) through this clause (d), the greater of (x) of this Section 7.03$500,000,000 and (y) which does not exceed at any time an aggregate principal amount outstanding equal to fifteen percent (15%) % of Consolidated Net Tangible Assets.

Indebtedness of Subsidiaries. The Borrower shall will not permit any Subsidiary to create, incur, assume or suffer permit to exist any Indebtedness, exceptFunded Indebtedness other than: (i) Indebtedness of any Subsidiary to the Borrower or any other Subsidiary; (ii) Guarantees by any Subsidiary of Indebtedness of any other Subsidiary; provided that the Indebtedness so Guaranteed is otherwise permitted by this Section 6.01; (iii) other Indebtedness of the Subsidiaries in an aggregate principal amount not exceeding the greater of (x) $300,000,000350,000,000 at any time outstanding and (y) 2530% of Consolidated EBITDA for the four consecutive fiscal quarter period of the Borrower most-recently ended on or prior to the most recent date any Indebtedness is incurred in reliance on this clause (iii) for which financial statements have been or were required to be delivered pursuant to paragraph (a) or (b) of Section 5.01; (iv) Indebtedness owed to any Person (including obligations in respect of letters of credit for the Borrower benefit of such Person) providing workers’ compensation, health, disability or other employee benefits or property, casualty or liability insurance, pursuant to another reimbursement or indemnification obligations to such Person, in each case incurred in the ordinary course of business; (v) Indebtedness of any Subsidiary in respect of performance bonds, bid bonds, appeal bonds, surety bonds, performance and completion guarantees and similar obligations (other than in respect of other Indebtedness for borrowed money), in each case provided in the ordinary course of business; (vi) Indebtedness of a Subsidiary in respect of non-speculative Swap Agreements relating to the business or operations of such Subsidiary; (vii) Indebtedness arising from the honoring by a bank or financial institution of a check or similar instrument drawn against insufficient funds in the ordinary course of business, so long as such Indebtedness is repaid within five Business Days; (viii) Indebtedness in respect of letters of credit, guarantees, counter-indemnities and short term facilities incurred by any Subsidiary engaged in Clearing Operations in connection with the ordinary clearing, depository and settlement procedures (including, without limitation, any letter of credit or guarantees provided to any central securities depositories or external custodians) relating thereto; provided that any advances thereunder are repaid within 10 days following the date of such advance or any drawing under any letter of credit or guarantee; (ix) any Indebtedness of any Clearing House incurred in connection with arrangements related to any Clearing Operations where such Indebtedness arises under the rules, normal procedures, agreements or legislation governing the Clearing Operations or such Clearing House; provided that any loans, advances or other outstanding Indebtedness thereunder are repaid within 10 days following the date on which such loan or advance was made or any other such Indebtedness was incurred; (x) any Indebtedness arising as a result of short-term sale and repurchase transactions entered into by a Subsidiary on market terms and in respect of marketable securities held for investment purposes where the applicable Subsidiary enters into back to back, foreign exchange, swap or derivative transaction in the ordinary course of business; provided that the amount of such Indebtedness doesn’t exceed the principal amount of the securities sold; (xi) Indebtedness incurred in connection with the administration of the UK ESOP Program in the ordinary course of business and not outstanding longer than seven days; (xii) Indebtedness of Regulated Subsidiaries or any direct or indirect parent of any such Regulated Subsidiary incurred to satisfy such Regulated Subsidiary’s determination of any requirement imposed at any time or from time to time by any Governmental Authority in an aggregate principal amount not to exceed $250,000,000 at any time outstanding; provided that any such Indebtedness is not outstanding for longer than 30 days; (xiii) Indebtedness consisting of the financing of insurance premiums in the ordinary course of business. (xiv) Indebtedness of any Subsidiary incurred on behalf of its customers in its market technology business consisting of purchase money Indebtedness and Capital Lease Obligations not to exceed $50,000,000 outstanding at any time in respect of back-to-back lease arrangements; (xv) Indebtedness arising from agreements of any Subsidiary providing for indemnification, adjustment of purchase or acquisition price or similar obligations, in each case, incurred or assumed in connection with any Acquisition or the disposition of any business, assets or a Subsidiary not prohibited by this Agreement; (xvi) Indebtedness supported by a letter of credit issued under the Borrower’s Existing Revolving Credit Agreement; (xvii) (A) Indebtedness of any Person that is merged or consolidated with and into any Subsidiary or of any Person that otherwise becomes a Subsidiary after the Closing Date; provided that (x) such Indebtedness exists at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary, and extensions, renewals and replacements of any such Indebtedness so long as the principal amount of such extensions, renewals and replacements does not exceed the principal amount of the Indebtedness being extended, renewed or replaced (plus any accrued but unpaid interest and redemption premium payable by the terms of such Indebtedness thereon); provided that (i) and (y) immediately after giving effect to the consummation of such merger or consolidation or such Person otherwise becoming a Subsidiary, the Borrower would be in compliance on a Pro Forma Basis with the covenant set forth in Section 6.096.08 as of the most recent test date for which financial statements have been delivered pursuant to paragraph (a) or (b) obligations under Swap Contractsof Section 5.015.01, and (ii) the B) extensions, renewals, replacements and refinancings of any Indebtedness outstanding pursuant to this Section 6.01(xvii); provided that such obligations are any Indebtedness outstanding pursuant to this subclause (B) shall not exceed an aggregate principal amount of Indebtedness permitted by this clause (xvii) shall not exceed $100,000,000 at any time outstanding; and (xviii) Indebtedness arising from repurchase agreements, reverse repurchase agreements, sell buy back and buy sell back agreements, securities lending and borrowing agreements and any other similar agreement or weretransaction (including Swap Agreements) entered into by the Borrower or such Subsidiary in the ordinary course of business for the purpose of directly mitigating risks associated with liabilitiesits clearing, commitments, investments, assetsdepository and settlement operations, or property held matters reasonably related or reasonably anticipated by such Subsidiaryincidental thereto, or changes in the value management of securities issued by such Subsidiary, and not for purposes of speculation or taking a “market view;” (c) Indebtedness secured by Liens permitted by Section 7.01(s), its liabilities; provided that the aggregate outstanding principal amount of such Indebtedness does not outstanding at any time exceed the amount permitted by such Section; (d) Indebtedness existing at the time of acquisition of any new Subsidiary by the Borrower or by a then-existing Subsidiary of the Borrower; provided that such Indebtedness was not incurred in contemplation of, and was in existence prior to, such acquisition and that neither the Borrower nor any other Subsidiary of the Borrower has any liability under such Indebtedness (other than a Subsidiary of any Person so acquired); and (e) Indebtedness of Subsidiaries of the Borrower (excluding Indebtedness otherwise permitted in clauses (a) through (d) of this Section 7.03) which does not exceed the market value of the securities or other assets sold, loaned or borrowed or otherwise subject to such applicable agreement or transaction at any time an aggregate principal amount outstanding equal to fifteen percent (15%) of Consolidated Net Tangible Assetssuch time.

Indebtedness of Subsidiaries. The Borrower shall not permit Permit any Subsidiary of its Subsidiaries to create, incur, assume or suffer to exist exist, any Indebtedness, Indebtedness except: (a) Indebtedness owed to the Borrower or to another Subsidiary; (bi) obligations under Swap Contracts, provided that such obligations are (or were) entered into by such Subsidiary Indebtedness incurred in the ordinary course of business for and consistent with the purpose past practices of directly mitigating risks associated the Company's Subsidiaries; (ii) Existing Indebtedness, including any extension, renewal, refinancing or replacement thereof; (iii) Project Financing; (iv) Indebtedness of any Person that becomes a Subsidiary after the date hereof; provided that such Indebtedness exists at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with liabilitiessuch Person becoming a Subsidiary; (v) Indebtedness referred to in clauses (v) and (vi) of Section 5.02(a)(x) and secured by Liens permitted thereby; (vi) Indebtedness of the Filing Entities incurred pursuant to the DIP Facility; (vii) During such time as the Obligations of the Loan Parties under the Loan Documents are guaranteed by the Subsidiary Guarantors, commitments, investments, assets, or property held or reasonably anticipated guarantees of Obligations of the Company by such Subsidiary, or changes in Subsidiary Guarantors under the value of securities issued by such Subsidiary, and not for purposes of speculation or taking a “market viewNotes Agreements;” (cviii) Indebtedness under the Loan Documents; (ix) Indebtedness under Securitization Transactions; (x) Indebtedness of Subsidiary Guarantors so long as such Subsidiary remains a Subsidiary Guarantor for so long as such Indebtedness is outstanding or such Indebtedness is otherwise permitted by this Section 5.02(b); (xi) From and after the Collateral Release Date, additional Indebtedness; provided that at the time of the creation, incurrence or assumption of such Indebtedness, the aggregate principal amount thereof taken together with the aggregate principal amount of outstanding Indebtedness incurred in reliance on this clause (xi) and the aggregate principal amount of outstanding Indebtedness secured by Liens permitted by under clause (v) of Section 7.01(s5.02(a)(y), provided that shall not exceed 15% of Consolidated Net Worth, as reflected in the aggregate outstanding principal amount of such Indebtedness does not at any time exceed the amount permitted by such Sectionmost recent financial statements delivered pursuant to Section 5.01(d)(i) and (ii); (dxii) Indebtedness existing at the time of acquisition of any new Subsidiary Subsidiaries that are special-purpose business trusts under trust preferred securities that are guaranteed by the Borrower or by a then-existing Subsidiary of the Borrower; provided that such Indebtedness was not incurred in contemplation of, and was in existence prior to, such acquisition and that neither the Borrower nor any other Subsidiary of the Borrower has any liability under such Indebtedness (other than a Subsidiary of any Person so acquired)Company; and (exiii) Indebtedness of Subsidiaries of under the Borrower (excluding Indebtedness otherwise permitted in clauses (a) through (d) of this Section 7.03) which does not exceed at any time an aggregate principal amount outstanding equal to fifteen percent (15%) of Consolidated Net Tangible AssetsRevolving Credit Agreement.

Indebtedness of Subsidiaries. The Borrower shall Company will not permit any Subsidiary to create, incur, assume or suffer permit to exist any Indebtedness, except: (a) Indebtedness owed to created under the Borrower or to another SubsidiaryLoan Documents; (b) obligations under Swap ContractsIndebtedness existing on the Restatement Effective Date and, to the extent in excess of $10,000,000 individually or $25,000,000 in the aggregate, set forth in Schedule 6.01 hereto on the Restatement Effective Date and Permitted Refinancing Indebtedness in respect of Indebtedness permitted by this clause ‎(b) and Guarantees of any such Permitted Refinancing Indebtedness; (c) Indebtedness to the Company or any other Subsidiary; (d) Guarantees of Indebtedness (i) of any Foreign Subsidiary by any other Subsidiary and (ii) of any other Person by a Borrower or any Subsidiary, provided that Guarantees shall be permitted to be incurred pursuant to this subclause ‎(ii) only if at the time such Guarantee is incurred the aggregate principal amount of Indebtedness Guaranteed pursuant to this subclause ‎(ii) at such time (including such newly Guaranteed Indebtedness) would not exceed $75,000,000; (e) Indebtedness incurred to finance the acquisition, lease, construction, repair, maintenance, replacement, installation or improvement of any fixed or capital assets, including Finance Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and any Permitted Refinancing Indebtedness in respect of Indebtedness permitted by this clause ‎(e); provided that (i) such Indebtedness (other than Permitted Refinancing Indebtedness permitted above in this clause ‎(e)) is incurred prior to or within two hundred seventy (270) days after such acquisition or lease or the completion of such construction, repair, maintenance, replacement, installation or improvement and (ii) the aggregate principal amount of Indebtedness permitted by this clause ‎(e) shall not exceed $500,000,000 at any time outstanding; (f) Indebtedness in respect of letters of credit (including trade letters of credit), bank guarantees or similar instruments issued or incurred in the ordinary course of business, including in respect of card obligations are or any overdraft and related liabilities arising from treasury, depository and cash management services or any automated clearing house transfers, workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; (g) Attributable Receivables Indebtedness incurred pursuant to Permitted Receivables Facilities, not to exceed $600,000,000; (h) Indebtedness of Foreign Subsidiaries, provided that Indebtedness shall be permitted to be incurred pursuant to this clause ‎(h) only if at the time such Indebtedness is incurred the aggregate principal amount of Indebtedness outstanding pursuant to this clause ‎(h) at such time (including such Indebtedness) would not exceed $500,000,000 (or werethe Spot Rate equivalent thereof at the time of incurrence of such Indebtedness in such other currency as reasonably determined by the Company); (i) Indebtedness under Swap Agreements entered into by such Subsidiary in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Subsidiary, or changes in the value of securities issued by such Subsidiary, and not for purposes of speculation or taking a “market viewspeculative purposes;” (cj) Indebtedness secured in respect of bid, performance, surety, stay, customs, appeal or replevin bonds or performance and completion guarantees and similar obligations issued or incurred in the ordinary course of business, including guarantees or obligations of any Subsidiary with respect to letters of credit, bank guarantees or similar instruments supporting such obligation, in each case, not in connection with Indebtedness for money borrowed; (k) Indebtedness consisting of bona fide purchase price adjustments, earn-outs, indemnification obligations, obligations under deferred compensation or similar arrangements and similar items incurred in connection with acquisitions and asset sales not prohibited by Liens permitted ‎Section 6.10; (l) [Reserved]; (m) Cash Management Obligations and other Indebtedness in respect of card obligations, netting services, overdraft protections, cash management services and similar arrangements in each case in connection with deposit accounts; (n) Indebtedness consisting of (x) the financing of insurance premiums with the providers of such insurance or their affiliates or (y) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (o) Indebtedness supported by Section 7.01(s)a Letter of Credit, in a principal amount not to exceed the face amount of such Letter of Credit; (p) [Reserved]; (q) other Indebtedness; provided that Indebtedness shall be permitted to be incurred pursuant to this clause ‎(q) only if at the time such Indebtedness is incurred the aggregate outstanding principal amount of Indebtedness outstanding pursuant to this clause ‎(q) at such time (including such Indebtedness) would not exceed $250,000,000; (r) Indebtedness in the form of Guarantees of Indebtedness of joint ventures; provided that Indebtedness shall be permitted to be incurred pursuant to this clause ‎(r) only if at the time such Indebtedness does is incurred the aggregate principal amount of Indebtedness outstanding pursuant to this clause ‎(r) at such time (including such Indebtedness) would not exceed $300,000,000 (or, if on a Pro Forma Basis for such Guarantee, the Consolidated Net Leverage Ratio is less than or equal to 2.50 to 1.00 as of the last day of the most recent fiscal quarter for which financial statements have been delivered pursuant to ‎Section 5.01(a) or (b), $400,000,000); (s) Indebtedness in respect of judgments, decrees, attachments or awards not constituting an Event of Default under clause ‎(k) of ‎Article 7; (t) Indebtedness of a Person assumed in connection with an acquisition of such Person by the Company or a Subsidiary and not created in contemplation thereof and any Permitted Refinancing Indebtedness in respect of such Indebtedness in an aggregate principal amount not to exceed $250,000,000 at any time exceed the amount permitted by such Sectionoutstanding pursuant to this clause ‎(t); (du) Indebtedness existing in the form of reimbursements owed to officers, directors, consultants and employees; (v) Indebtedness incurred under industrial revenue bonds or other qualified tax exempt bond financings and Permitted Refinancing Indebtedness in respect thereof in an aggregate principal amount not to exceed $25,000,000 at any time outstanding pursuant to this clause ‎(v); (w) endorsements for collection, deposit or negotiation and warranties of products or services, in each case incurred in the time ordinary course of business; and (x) Indebtedness of Canopy assumed in connection with the acquisition of any new Subsidiary by such Person, outstanding as of the Borrower date of the Commitment Letter and not created in contemplation of the Canopy Investment or by of such Person becoming a then-existing Subsidiary of the Borrower; provided that Company and any Permitted Refinancing Indebtedness in respect of such Indebtedness was not incurred in contemplation of, and was in existence prior to, such acquisition and that neither the Borrower nor any other Subsidiary Indebtedness. Each category of the Borrower has any liability under such Indebtedness (other than a Subsidiary Indebtedness under the Loan Documents which shall at all times be deemed to be outstanding pursuant to clause ‎(a)) set forth above shall be deemed to be cumulative and for purposes of determining compliance with this ‎Section 6.01, in the event that an item of Indebtedness (or any Person so acquired); and (eportion thereof) Indebtedness of Subsidiaries of the Borrower (excluding Indebtedness otherwise permitted in clauses (a) through (d) of this Section 7.03) which does not exceed at any time an aggregate principal meets the criteria of more than one of the categories described above, the Company, in its sole discretion, may classify or reclassify (or later divide, classify or reclassify) such item of Indebtedness (or any portion thereof) and shall only be required to include the amount outstanding equal to fifteen percent (15%) and type of Consolidated Net Tangible Assetssuch Indebtedness in one of the above clauses.

Indebtedness of Subsidiaries. The Borrower shall not permit Permit any Subsidiary of its Subsidiaries to create, incur, assume or suffer to exist exist, any Indebtedness, Indebtedness except: (ai) Indebtedness owed to the Borrower or to another Subsidiary; (b) obligations under Swap Contracts, provided that such obligations are (or were) entered into by such Subsidiary incurred in the ordinary course of business for and consistent with the purpose past practices of directly mitigating risks associated the Borrower's Subsidiaries; (ii) Existing Indebtedness, including any extension, renewal, refinancing or replacement thereof; (iii) Project Financing; (iv) Indebtedness of any Person that becomes a Subsidiary after the date hereof; provided that such Indebtedness exists at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with liabilitiessuch Person becoming a Subsidiary; (v) Indebtedness referred to in clauses (v) and (vi) of Section 5.02(a)(x) and secured by Liens permitted thereby; (vi) Indebtedness of the Filing Entities incurred pursuant to the DIP Facility; (vii) During such time as the Obligations of the Loan Parties under the Loan Documents are guaranteed by the Subsidiary Guarantors, commitments, investments, assets, or property held or reasonably anticipated guarantees of Obligations of the Borrower by such Subsidiary, or changes in Subsidiary Guarantors under the value of securities issued by such Subsidiary, and not for purposes of speculation or taking a “market viewNotes Agreements;” (cviii) Indebtedness under the Loan Documents; (ix) Indebtedness under Securitization Transactions; (x) Indebtedness of Subsidiary Guarantors so long as such Subsidiary remains a Subsidiary Guarantor for so long as such Indebtedness is outstanding or such Indebtedness is otherwise permitted by this Section 5.02(b); (xi) From and after the Collateral Release Date, additional Indebtedness, provided that at the time of the creation, incurrence or assumption of such Indebtedness, the aggregate principal amount thereof taken together with the aggregate principal amount of outstanding Indebtedness incurred in reliance on this clause (xi) and the aggregate principal amount of outstanding Indebtedness secured by Liens permitted by under clause (v) of Section 7.01(s5.02(a)(y), provided that shall not exceed 15% of Consolidated Net Worth, as reflected in the aggregate outstanding principal amount of such Indebtedness does not at any time exceed the amount permitted by such Sectionmost recent financial statements delivered pursuant to Section 5.01(d)(i) and (ii); (dxii) Indebtedness existing at the time of acquisition of any new Subsidiary Subsidiaries that are special-purpose business trusts under trust preferred securities that are guaranteed by the Borrower or by a then-existing Subsidiary of the Borrower; provided that such Indebtedness was not incurred in contemplation of, and was in existence prior to, such acquisition and that neither the Borrower nor any other Subsidiary of the Borrower has any liability under such Indebtedness (other than a Subsidiary of any Person so acquired); and (exiii) Indebtedness of Subsidiaries of under the Borrower (excluding Indebtedness otherwise permitted in clauses (a) through (d) of this Section 7.03) which does not exceed at any time an aggregate principal amount outstanding equal to fifteen percent (15%) of Consolidated Net Tangible AssetsMaster LC Facility Agreement and the Three-Year Revolving Credit Agreement.

Indebtedness of Subsidiaries. The Borrower shall will not permit any Subsidiary to create, incur, assume or suffer permit to exist any Indebtedness, exceptFunded Indebtedness other than: (i) Indebtedness of any Subsidiary to the Borrower or any other Subsidiary; (ii) Guarantees by any Subsidiary of Indebtedness of any other Subsidiary; provided that the Indebtedness so Guaranteed is otherwise permitted by this Section 6.01; (iii) other Indebtedness of the Subsidiaries in an aggregate principal amount not exceeding the greater of (x) $350,000,000 at any time outstanding and (y) 30% of Consolidated EBITDA for the four consecutive fiscal quarter period of the Borrower most-recently ended on or prior to the most recent date any Indebtedness is incurred in reliance on this clause (iii) for which financial statements have been or were required to be delivered pursuant to paragraph (a) or (b) of Section 5.01; (iv) Indebtedness owed to any Person (including obligations in respect of letters of credit for the Borrower benefit of such Person) providing workers’ compensation, health, disability or other employee benefits or property, casualty or liability insurance, pursuant to another reimbursement or indemnification obligations to such Person, in each case incurred in the ordinary course of business; (v) Indebtedness of any Subsidiary in respect of performance bonds, bid bonds, appeal bonds, surety bonds, performance and completion guarantees and similar obligations (other than in respect of other Indebtedness for borrowed money), in each case provided in the ordinary course of business; (vi) Indebtedness of a Subsidiary in respect of non-speculative Swap Agreements relating to the business or operations of such Subsidiary; (vii) Indebtedness arising from the honoring by a bank or financial institution of a check or similar instrument drawn against insufficient funds in the ordinary course of business, so long as such Indebtedness is repaid within five Business Days; (viii) Indebtedness in respect of letters of credit, guarantees, counter-indemnities and short term facilities incurred by any Subsidiary engaged in Clearing Operations in connection with the ordinary clearing, depository and settlement procedures (including, without limitation, any letter of credit or guarantees provided to any central securities depositories or external custodians) relating thereto; provided that any advances thereunder are repaid within 10 days following the date of such advance or any drawing under any letter of credit or guarantee; (ix) any Indebtedness of any Clearing House incurred in connection with arrangements related to any Clearing Operations where such Indebtedness arises under the rules, normal procedures, agreements or legislation governing the Clearing Operations or such Clearing House; provided that any loans, advances or other outstanding Indebtedness thereunder are repaid within 10 days following the date on which such loan or advance was made or any other such Indebtedness was incurred; (x) any Indebtedness arising as a result of short-term sale and repurchase transactions entered into by a Subsidiary on market terms and in respect of marketable securities held for investment purposes where the applicable Subsidiary enters into back to back, foreign exchange, swap or derivative transaction in the ordinary course of business; provided that the amount of such Indebtedness doesn’t exceed the principal amount of the securities sold; (xi) Indebtedness incurred in connection with the administration of the UK ESOP Program in the ordinary course of business and not outstanding longer than seven days; (xii) Indebtedness of Regulated Subsidiaries or any direct or indirect parent of any such Regulated Subsidiary incurred to satisfy such Regulated Subsidiary’s determination of any requirement imposed at any time or from time to time by any Governmental Authority in an aggregate principal amount not to exceed $250,000,000 at any time outstanding; provided that any such Indebtedness is not outstanding for longer than 30 days; (xiii) Indebtedness consisting of the financing of insurance premiums in the ordinary course of business. (xiv) Indebtedness of any Subsidiary consisting of purchase money Indebtedness and Capital Lease Obligations not to exceed $50,000,000 outstanding at any time; (xv) Indebtedness arising from agreements of any Subsidiary providing for indemnification, adjustment of purchase or acquisition price or similar obligations, in each case, incurred or assumed in connection with any Acquisition or the disposition of any business, assets or a Subsidiary not prohibited by this Agreement; (xvi) Indebtedness supported by a Letter of Credit, in a principal amount not in excess of the stated amount of such Letter of Credit; (xvii) (A) Indebtedness of any Person that is merged or consolidated with and into any Subsidiary or of any Person that otherwise becomes a Subsidiary after the Closing Date; provided that (x) such Indebtedness exists at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary and (y) immediately after giving effect to the consummation of such merger or consolidation or such Person otherwise becoming a Subsidiary, the Borrower would be in compliance on a Pro Forma Basis with the covenant set forth in Section 6.08 as of the most recent test date for which financial statements have been delivered pursuant to paragraph (a) or (b) obligations under Swap Contractsof Section 5.01, and (B) extensions, renewals, replacements and refinancings of any Indebtedness outstanding pursuant to this Section 6.01(xvii); provided that such obligations are any Indebtedness outstanding pursuant to this subclause (B) shall not exceed an aggregate principal amount of $100,000,000 at any time outstanding; and (xviii) Indebtedness arising from repurchase agreements, reverse repurchase agreements, sell buy back and buy sell back agreements, securities lending and borrowing agreements and any other similar agreement or weretransaction (including Swap Agreements) entered into by the Borrower or such Subsidiary in the ordinary course of business for the purpose of directly mitigating risks associated with liabilitiesits clearing, commitments, investments, assetsdepository and settlement operations, or property held matters reasonably related or reasonably anticipated by such Subsidiaryincidental thereto, or changes in the value management of securities issued by such Subsidiary, and not for purposes of speculation or taking a “market view;” (c) Indebtedness secured by Liens permitted by Section 7.01(s), its liabilities; provided that the aggregate outstanding principal amount of such Indebtedness does not outstanding at any time exceed the amount permitted by such Section; (d) Indebtedness existing at the time of acquisition of any new Subsidiary by the Borrower or by a then-existing Subsidiary of the Borrower; provided that such Indebtedness was not incurred in contemplation of, and was in existence prior to, such acquisition and that neither the Borrower nor any other Subsidiary of the Borrower has any liability under such Indebtedness (other than a Subsidiary of any Person so acquired); and (e) Indebtedness of Subsidiaries of the Borrower (excluding Indebtedness otherwise permitted in clauses (a) through (d) of this Section 7.03) which does not exceed the market value of the securities or other assets sold, loaned or borrowed or otherwise subject to such applicable agreement or transaction at any time an aggregate principal amount outstanding equal to fifteen percent (15%) of Consolidated Net Tangible Assetssuch time.

Indebtedness of Subsidiaries. The Borrower shall will not permit any Subsidiary to create, incur, assume or suffer permit to exist any Indebtedness, exceptFunded Indebtedness other than: (i) Indebtedness of any Subsidiary to the Borrower or any other Subsidiary; (ii) Guarantees by any Subsidiary of Indebtedness of any other Subsidiary; provided that the Indebtedness so Guaranteed is otherwise permitted by this Section 6.01; (iii) other Indebtedness of the Subsidiaries in an aggregate principal amount not exceeding the greater of (x) $350,000,000 at any time outstanding and (y) 30% of Consolidated EBITDA for the four consecutive fiscal quarter period of the Borrower most-recently ended on or prior to the most recent date any Indebtedness is incurred in reliance on this clause (iii) for which financial statements have been or were required to be delivered pursuant to paragraph (a) or (b) of Section 5.01; (iv) Indebtedness owed to any Person (including obligations in respect of letters of credit for the Borrower benefit of such Person) providing workers’ compensation, health, disability or other employee benefits or property, casualty or liability insurance, pursuant to another reimbursement or indemnification obligations to such Person, in each case incurred in the ordinary course of business; (v) Indebtedness of any Subsidiary in respect of performance bonds, bid bonds, appeal bonds, surety bonds, performance and completion guarantees and similar obligations (other than in respect of other Indebtedness for borrowed money), in each case provided in the ordinary course of business; (vi) Indebtedness of a Subsidiary in respect of non-speculative Swap Agreements relating to the business or operations of such Subsidiary; (vii) Indebtedness arising from the honoring by a bank or financial institution of a check or similar instrument drawn against insufficient funds in the ordinary course of business, so long as such Indebtedness is repaid within five Business Days; (viii) Indebtedness in respect of letters of credit, guarantees, counter-indemnities and short term facilities incurred by any Subsidiary engaged in Clearing Operations in connection with the ordinary clearing, depository and settlement procedures (including, without limitation, any letter of credit or guarantees provided to any central securities depositories or external custodians) relating thereto; provided that any advances thereunder are repaid within 10 days following the date of such advance or any drawing under any letter of credit or guarantee; (ix) any Indebtedness of any Clearing House incurred in connection with arrangements related to any Clearing Operations where such Indebtedness arises under the rules, normal procedures, agreements or legislation governing the Clearing Operations or such Clearing House; provided that any loans, advances or other outstanding Indebtedness thereunder are repaid within 10 days following the date on which such loan or advance was made or any other such Indebtedness was incurred; (x) any Indebtedness arising as a result of short-term sale and repurchase transactions entered into by a Subsidiary on market terms and in respect of marketable securities held for investment purposes where the applicable Subsidiary enters into back to back, foreign exchange, swap or derivative transaction in the ordinary course of business; provided that the amount of such Indebtedness doesn’t exceed the principal amount of the securities sold; (xi) Indebtedness incurred in connection with the administration of the UK ESOP Program in the ordinary course of business and not outstanding longer than seven days; (xii) Indebtedness of Regulated Subsidiaries or any direct or indirect parent of any such Regulated Subsidiary incurred to satisfy such Regulated Subsidiary’s determination of any requirement imposed at any time or from time to time by any Governmental Authority in an aggregate principal amount not to exceed $250,000,000 at any time outstanding; provided that any such Indebtedness is not outstanding for longer than 30 days; (xiii) Indebtedness consisting of the financing of insurance premiums in the ordinary course of business. (xiv) Indebtedness of any Subsidiary consisting of purchase money Indebtedness and Capital Lease Obligations not to exceed $50,000,000 outstanding at any time; (xv) Indebtedness arising from agreements of any Subsidiary providing for indemnification, adjustment of purchase or acquisition price or similar obligations, in each case, incurred or assumed in connection with any Acquisition or the disposition of any business, assets or a Subsidiary not prohibited by this Agreement; (xvi) Indebtedness supported by a Letter of Credit, in a principal amount not in excess of the stated amount of such Letter of Credit; (A) Indebtedness of any Person that is merged or consolidated with and into any Subsidiary or of any Person that otherwise becomes a Subsidiary after the Closing Date; provided that (x) such Indebtedness exists at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary and (y) immediately after giving effect to the consummation of such merger or consolidation or such Person otherwise becoming a Subsidiary, the Borrower would be in compliance on a Pro Forma Basis with the covenant set forth in Section 6.08 as of the most recent test date for which financial statements have been delivered pursuant to paragraph (a) or (b) obligations under Swap Contractsof Section 5.01, and (B) extensions, renewals, replacements and refinancings of any Indebtedness outstanding pursuant to this Section 6.01(xvii); provided that such obligations are any Indebtedness outstanding pursuant to this subclause (B) shall not exceed an aggregate principal amount of $100,000,000 at any time outstanding; and (xviii) Indebtedness arising from repurchase agreements, reverse repurchase agreements, sell buy back and buy sell back agreements, securities lending and borrowing agreements and any other similar agreement or weretransaction (including Swap Agreements) entered into by the Borrower or such Subsidiary in the ordinary course of business for the purpose of directly mitigating risks associated with liabilitiesits clearing, commitments, investments, assetsdepository and settlement operations, or property held matters reasonably related or reasonably anticipated by such Subsidiaryincidental thereto, or changes in the value management of securities issued by such Subsidiary, and not for purposes of speculation or taking a “market view;” (c) Indebtedness secured by Liens permitted by Section 7.01(s), its liabilities; provided that the aggregate outstanding principal amount of such Indebtedness does not outstanding at any time exceed the amount permitted by such Section; (d) Indebtedness existing at the time of acquisition of any new Subsidiary by the Borrower or by a then-existing Subsidiary of the Borrower; provided that such Indebtedness was not incurred in contemplation of, and was in existence prior to, such acquisition and that neither the Borrower nor any other Subsidiary of the Borrower has any liability under such Indebtedness (other than a Subsidiary of any Person so acquired); and (e) Indebtedness of Subsidiaries of the Borrower (excluding Indebtedness otherwise permitted in clauses (a) through (d) of this Section 7.03) which does not exceed the market value of the securities or other assets sold, loaned or borrowed or otherwise subject to such applicable agreement or transaction at any time an aggregate principal amount outstanding equal to fifteen percent (15%) of Consolidated Net Tangible Assetssuch time.

Indebtedness of Subsidiaries. The Borrower shall Company will not permit any Subsidiary that is not a Guarantor to create, incur, assume or suffer permit to exist any Indebtedness, except: (a) Indebtedness owed to created under the Borrower or to another SubsidiaryLoan Documents; (b) Indebtedness existing on the Closing Date and, to the extent in excess of $10,000,000 individually or $25,000,000 in the aggregate, set forth in Schedule 6.01 and Permitted Refinancing Indebtedness in respect of Indebtedness permitted by this clause (b) and Guarantees of any such Permitted Refinancing Indebtedness; (c) Indebtedness to the Company or any other Subsidiary; (d) Guarantees of Indebtedness (i) of any Foreign Subsidiary by any other Subsidiary and (ii) of any other Person by the Borrower or any Subsidiary; provided that Guarantees shall be permitted to be incurred pursuant to this subclause (ii) only if at the time such Guarantee is incurred the aggregate principal amount of Indebtedness Guaranteed pursuant to this subclause (ii) at such time (including such newly Guaranteed Indebtedness) would not exceed $75,000,000; (e) Indebtedness incurred to finance the acquisition, lease, construction, repair, maintenance, replacement, installation or improvement of any fixed or capital assets, including Finance Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and any Permitted Refinancing Indebtedness in respect of Indebtedness permitted by this clause (e); provided that (i) such Indebtedness (other than Permitted Refinancing Indebtedness permitted above in this clause (e)) is incurred prior to or within two hundred seventy (270) days after such acquisition or lease or the completion of such construction, repair, maintenance, replacement, installation or improvement and (ii) the aggregate principal amount of Indebtedness permitted by this clause (e) shall not exceed $500,000,000 at any time outstanding; (f) Indebtedness in respect of letters of credit (including trade letters of credit), bank guarantees or similar instruments issued or incurred in the ordinary course of business, including in respect of card obligations under Swap Contractsor any overdraft and related liabilities arising from treasury, depository and cash management services or any automated clearing house transfers, workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; (g) Attributable Receivables Indebtedness incurred pursuant to Permitted Receivables Facilities, not to exceed $600,000,000; (h) Indebtedness of Foreign Subsidiaries, provided that Indebtedness shall be permitted to be incurred pursuant to this clause (h) only if at the time such obligations are Indebtedness is incurred the aggregate principal amount of Indebtedness outstanding pursuant to this clause (h) at such time (including such Indebtedness) would not exceed $1,000,000,000 (or werethe Spot Rate equivalent thereof at the time of incurrence of such Indebtedness in such other currency as reasonably determined by the Company); (i) Indebtedness under Swap Agreements entered into by such Subsidiary in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Subsidiary, or changes in the value of securities issued by such Subsidiary, and not for purposes of speculation or taking a “market viewspeculative purposes;” (cj) Indebtedness secured by Liens permitted in respect of bid, performance, surety, stay, customs, appeal or replevin bonds or performance and completion guarantees and similar obligations issued or incurred in the ordinary course of business, including guarantees or obligations of any Subsidiary with respect to letters of credit, bank guarantees or similar instruments supporting such obligation, in each case, not in connection with Indebtedness for money borrowed; (k) Indebtedness consisting of bona fide purchase price adjustments, earn-outs, indemnification obligations, obligations under deferred compensation or similar arrangements and similar items incurred in connection with acquisitions and asset sales not prohibited by Section 7.01(s)6.10; (l) [reserved]; (m) Cash Management Obligations and other Indebtedness in respect of card obligations, netting services, overdraft protections, cash management services and similar arrangements in each case in connection with deposit accounts; (n) Indebtedness consisting of (x) the financing of insurance premiums with the providers of such insurance or their affiliates or (y) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (o) Indebtedness supported by a letter of credit under the Senior Credit Agreement, in a principal amount not to exceed the face amount of such letter of credit; (p) [reserved]; (q) other Indebtedness; provided that Indebtedness shall be permitted to be incurred pursuant to this clause (q) only if at the time such Indebtedness is incurred the aggregate outstanding principal amount of Indebtedness outstanding pursuant to this clause (q) at such time (including such Indebtedness) would not exceed $250,000,000; (r) Indebtedness in the form of Guarantees of Indebtedness of joint ventures; provided that Indebtedness shall be permitted to be incurred pursuant to this clause (r) only if at the time such Indebtedness does is incurred the aggregate principal amount of Indebtedness outstanding pursuant to this clause (r) at such time (including such Indebtedness) would not exceed $300,000,000 (or, if on a Pro Forma Basis for such Guarantee, the Consolidated Net Leverage Ratio is less than or equal to 2.50 to 1.0 as of the last day of the most recent fiscal quarter for which financial statements have been delivered pursuant to Section 5.01(a) or (b), $400,000,000); (s) Indebtedness in respect of judgments, decrees, attachments or awards not constituting an Event of Default under clause (k) of Article VII; (t) Indebtedness of a Person assumed in connection with an acquisition of such Person by the Company or a Subsidiary and not created in contemplation thereof and any Permitted Refinancing Indebtedness in respect of such Indebtedness in an aggregate principal amount not to exceed $250,000,000 at any time exceed the amount permitted by such Sectionoutstanding pursuant to this clause (t); (du) Indebtedness existing in the form of reimbursements owed to officers, directors, consultants and employees; (v) Indebtedness incurred under industrial revenue bonds or other qualified tax exempt bond financings and Permitted Refinancing Indebtedness in respect thereof in an aggregate principal amount not to exceed $25,000,000 at any time outstanding pursuant to this clause (v); (w) Indebtedness under the time Senior Credit Agreement in an amount not to exceed $2,000,000,000; and (x) endorsements for collection, deposit or negotiation and warranties of acquisition of any new Subsidiary by the Borrower products or by a then-existing Subsidiary of the Borrower; provided that such Indebtedness was not services, in each case incurred in contemplation of, and was in existence prior to, such acquisition and that neither the Borrower nor any other Subsidiary ordinary course of the Borrower has any liability under such business. Each category of Indebtedness (other than a Subsidiary of any Person so acquired); and (e) Indebtedness of Subsidiaries of under the Borrower (excluding Indebtedness otherwise permitted in clauses Loan Documents which shall at all times be deemed to be outstanding pursuant to clause (a)) through (d) set forth above shall be deemed to be cumulative and for purposes of determining compliance with this Section 7.036.01, in the event that an item of Indebtedness (or any portion thereof) which does not exceed at any time an aggregate principal meets the criteria of more than one of the categories described above, the Company, in its sole discretion, may classify or reclassify (or later divide, classify or reclassify) such item of Indebtedness (or any portion thereof) and shall only be required to include the amount outstanding equal to fifteen percent (15%) and type of Consolidated Net Tangible Assetssuch Indebtedness in one of the above clauses.

Indebtedness of Subsidiaries. The Borrower shall not permit any Subsidiary to create, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness owed to the Borrower or to another Subsidiary; (b) obligations under Swap Contracts, provided that such obligations are (or were) entered into by such Subsidiary in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Subsidiary, or changes in the value of securities issued by such Subsidiary, and not for purposes of speculation or taking a “market view;” (c) Indebtedness secured by Liens ▇▇▇▇▇ permitted by Section 7.01(s), provided that the aggregate outstanding principal amount of such Indebtedness does not at any time exceed the amount permitted by such Section; (d) Indebtedness existing at the time of acquisition of any new Subsidiary by the Borrower or by a then-existing Subsidiary of the Borrower; provided that such Indebtedness was not incurred in contemplation of, and was in existence prior to, such acquisition and that neither the Borrower nor any other Subsidiary of the Borrower has any liability under such Indebtedness (other than a Subsidiary of any Person so acquired); and (e) other Indebtedness of Subsidiaries of the Borrower (excluding Indebtedness otherwise permitted in clauses (a) through (d) of this Section 7.03) which does not exceed at any time an aggregate principal amount outstanding equal to fifteen percent (15%) 5.0% of Consolidated Net Tangible Assets.

Indebtedness of Subsidiaries. The Borrower shall not permit In the case of any Subsidiary to Subsidiary, create, issue, incur, assume assume, become liable in respect of or suffer to exist any IndebtednessIndebtedness of such Subsidiary, except: (a) Indebtedness owed of such Subsidiary to the Borrower or any other Subsidiary and Guarantee Obligations of any Subsidiary with respect to another Indebtedness of the Borrower or any other Subsidiary; (bi) obligations Indebtedness outstanding on the date hereof and described on Schedule 6.3(b), and additional Indebtedness incurred after the date hereof under Swap Contractsthe revolving credit arrangements described on Schedule 6.3(b) in an aggregate principal amount at any one time outstanding not to exceed the commitments or limits existing with respect thereto on the date hereof and described on such Schedule, provided that such obligations are and (ii) Indebtedness under any replacements, refinancings, refundings, renewals or wereextensions of the Indebtedness described in clause (i) entered into by such Subsidiary in (without increasing the ordinary course of business for principal amount above the purpose of directly mitigating risks associated with liabilities, commitments, investments, assetscommitments or limits, or property held or reasonably anticipated by such Subsidiaryshortening the maturity thereof to a date earlier than the maturity, or changes in the value of securities issued by such Subsidiaryrespectively, and not for purposes of speculation or taking a “market viewthereof described on Schedule 6.3(b));” (c) Indebtedness (including, without limitation, Capital Lease Obligations) secured by Liens permitted by Section 7.01(s), provided that the 6.4(g) in an aggregate outstanding principal amount of such Indebtedness does not at any one time outstanding not to exceed the amount permitted by such Section;greater of (i) $50,000,000 and (ii) 2.5% of Consolidated Total Assets of the Borrower as of the end of the immediately prior fiscal quarter of the Borrower for which financial statements shall have been delivered to the Lenders; and (d) additional Indebtedness existing at the time of acquisition of any new Subsidiary by the Borrower or by a then-existing Subsidiary of the Borrower; provided that such Indebtedness was not incurred in contemplation of, and was in existence prior to, such acquisition and that neither the Borrower nor any other Subsidiary of the Borrower has any liability under such Indebtedness (other than a Subsidiary of any Person so acquired); and (e) Indebtedness of Subsidiaries of the Borrower (excluding Indebtedness otherwise permitted in clauses (a) through (d) of this Section 7.03) which does not exceed at any time an aggregate principal amount at any one time outstanding equal for all Subsidiaries (on a consolidated basis) not to fifteen percent exceed the greater of (15%i) $150,000,000 and (ii) 10% of Consolidated Net Tangible AssetsTotal Assets of the Borrower as of the end of the immediately prior fiscal quarter of the Borrower for which financial statements shall have been delivered to the Lenders; provided, however, that no Subsidiary shall create, issue, incur, assume, become liable in respect of or suffer to exist any Guarantee Obligations with respect to Indebtedness under the Existing Agreement unless it shall also have guaranteed the Obligations on terms not less favorable to the Lenders.

Indebtedness of Subsidiaries. The Borrower shall Parent will not at any time permit any Subsidiary Subsidiary, directly or indirectly, to create, incur, assume assume, guarantee, have outstanding, or suffer to exist otherwise become or remain directly or indirectly liable for, any Indebtedness, exceptIndebtedness other than: (a) The Company’s senior notes outstanding under its Note Purchase Agreement dated as of August 15, 2002, the Notes and Indebtedness owed incurred from time to time under the Borrower or to another SubsidiaryCredit Agreements; (b) obligations under Swap ContractsIndebtedness outstanding on the date hereof and listed on Schedule 5.15 and any extension, renewal, refunding or refinancing thereof, provided that the principal amount outstanding at the time of such obligations are (extension, renewal, refunding or were) entered into by such Subsidiary in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Subsidiary, or changes in the value of securities issued by such Subsidiary, and refinancing is not for purposes of speculation or taking a “market viewincreased;” (c) Indebtedness secured by Liens permitted by Section 7.01(s)owed to the Parent or a Wholly Owned Subsidiary, provided that including the aggregate outstanding principal amount of such Indebtedness does not at any time exceed the amount permitted by such SectionCompany; (d) Guaranties by a Subsidiary of Indebtedness existing of another Subsidiary or by a Subsidiary Guarantor of Indebtedness of the Company or the Parent; (e) Indebtedness of a Subsidiary outstanding at the time of its acquisition of any new Subsidiary by the Borrower Company or by a then-existing Subsidiary of the Borrower; Parent, provided that (i) such Indebtedness was not incurred in contemplation of, of becoming a Subsidiary and was in existence prior to, (ii) at the time of such acquisition and that neither the Borrower nor any other Subsidiary after giving effect thereto, no Default or Event of the Borrower has any liability under such Indebtedness (other than a Subsidiary of any Person so acquired)Default exists or would exist; and (ef) Indebtedness of Subsidiaries of the Borrower (excluding Indebtedness not otherwise permitted in by the preceding clauses (a) through (de), provided that immediately before and after giving effect thereto and to the application of the proceeds thereof, (i) no Default or Event of this Section 7.03Default exists, and (ii) which Priority Debt does not exceed at any time an aggregate principal amount outstanding equal to fifteen percent (15%) 20% of Consolidated Net Tangible AssetsWorth.

Indebtedness of Subsidiaries. The Borrower shall not permit any Subsidiary to Incur, create, incur, assume or suffer permit to exist any IndebtednessIndebtedness of any Subsidiary of the Company, howsoever evidenced, except: (a) Indebtedness owed to of any corporation outstanding at the Borrower or to another Subsidiarytime such corporation becomes a Subsidiary and not created in contemplation of such event; (b) obligations under Swap Contracts, provided that Indebtedness of any corporation outstanding at the time such obligations are (corporation is merged or were) entered consolidated with or into by such a Subsidiary in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Subsidiary, or changes in the value of securities issued by such Subsidiary, and not for purposes created in contemplation of speculation or taking a “market viewsuch event;” (c) Indebtedness secured by Liens a Lien permitted by Section 7.01(s), provided that the aggregate outstanding principal amount of such Indebtedness does not at any time exceed the amount permitted by such Section7.02 hereof; (d) Indebtedness existing at owing to the time Company or a Wholly Owned Subsidiary; (e) Refinancing Indebtedness in respect of acquisition of any new Subsidiary Indebtedness permitted by the Borrower clause (a), (b) or by a then-existing Subsidiary of the Borrower; provided that such Indebtedness was not incurred in contemplation of, and was in existence prior to, such acquisition and that neither the Borrower nor any other Subsidiary of the Borrower has any liability under such Indebtedness (c) above (other than, in the case of clause (c), Refinancing Indebtedness in respect of (i) Indebtedness referred to in Section 7.02(j) or (ii) Indebtedness referred to in Section 7.02(h) insofar as such Refinancing Indebtedness would be owed to a Person other than the Company or a Subsidiary of any Person so acquiredWholly Owned Subsidiary); and (ef) Indebtedness of Subsidiaries of the Borrower (excluding Indebtedness not otherwise permitted in by the foregoing clauses (a) through (d) of this Section 7.03in an aggregate outstanding principal amount for all Subsidiaries at no time exceeding 15% of Consolidated Net Worth; provided that the sum of the principal amount of Indebtedness incurred in accordance with this clause (f) which does not exceed plus the principal amount of Indebtedness permitted to be secured in accordance with Section 7.02(j) at any time an aggregate principal amount outstanding equal to fifteen percent (15%) shall not exceed 20% of Consolidated Net Tangible AssetsWorth.

Indebtedness of Subsidiaries. The Borrower shall not permit any Subsidiary to create, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness owed to the Borrower or to another Subsidiary; (b) obligations under Swap Contracts, provided that such obligations are (or were) entered into by such Subsidiary in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Subsidiary, or changes in the value of securities issued by such Subsidiary, and not for purposes of speculation or taking a “market view;” (c) Indebtedness secured by Liens permitted by Section 7.01(s), provided that the aggregate outstanding principal amount of such Indebtedness does not at any time exceed the amount permitted by such Section; (d) Indebtedness existing at the time of acquisition of any new Subsidiary by the Borrower or by a then-existing Subsidiary of the Borrower; provided that such Indebtedness was not incurred in contemplation of, and was in existence prior to, such acquisition and that neither the Borrower nor any other Subsidiary of the Borrower has any liability under such Indebtedness (other than a Subsidiary of any Person so acquired); and (e) Indebtedness of Subsidiaries of the Borrower (excluding Indebtedness otherwise permitted in clauses (a) through (d) of this Section 7.03) which does not exceed at any time an aggregate principal amount outstanding equal to fifteen percent (15%) % of Consolidated Net Tangible Assets.

Indebtedness of Subsidiaries. The Borrower shall will not permit any Subsidiary of its Subsidiaries to create, incur, assume or suffer to exist any Indebtedness, except: Indebtedness or any preferred stock or other preferred equity interests other than: (a) Indebtedness owed in existence on the date hereof and listed on Schedule 8.08 hereto and any refinancings, refundings, renewals or extensions thereof; provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal (i) Guarantees by Subsidiaries of obligations of the Borrower and its Subsidiaries under the Revolver and the 2016 Term Loan Agreement; provided, that the obligations of the Borrower and its Subsidiaries under this Agreement are simultaneously guaranteed by such Subsidiaries under documentation approved in writing by the Administrative Agent and (ii) Guarantees of Indebtedness of any Subsidiary to the extent such Indebtedness is otherwise permitted under this Agreement; (f) Indebtedness of any Subsidiary of the Borrower as an account party in respect of letters of credit backing obligations that do not constitute Indebtedness; (g) Indebtedness of Subsidiaries deemed to exist in connection with Securitization Transactions otherwise permitted pursuant to Section 8.04(k); and (h) Indebtedness arising in connection with customary cash management services and from the honoring by a bank or to another Subsidiary; (b) obligations under Swap Contractsfinancial institution of a check, provided that such obligations are (draft or were) entered into by such Subsidiary similar instrument drawn against insufficient funds, in each case in the ordinary course of business for business. Notwithstanding the purpose foregoing provisions of directly mitigating risks associated with liabilitiesthis Section, commitments, investments, assets, or property held or reasonably anticipated by such Subsidiary, or changes in the value of securities issued by such Subsidiary, and not for purposes of speculation or taking a “market view;” (c) Indebtedness secured by Liens permitted by Section 7.01(s), provided that the aggregate outstanding principal amount of such Indebtedness does not at any time exceed the amount permitted by such Section; (d) Indebtedness existing at the time of acquisition of any new Subsidiary by the Borrower or by a then-existing Subsidiary of the Borrower; provided that such Indebtedness was not incurred in contemplation of’s Subsidiaries may create, and was in existence prior toincur, such acquisition and that neither the Borrower nor any other Subsidiary of the Borrower has any liability under such assume or suffer to exist Indebtedness (other than a Subsidiary of any Person so acquired); and (e) Indebtedness of Subsidiaries of in addition to that permitted under the Borrower (excluding Indebtedness otherwise permitted in preceding clauses (a) through (dh)) of this Section 7.03) which does not exceed at any time in an aggregate principal amount outstanding equal to fifteen percent which, together with the sum, without duplication, of (15%i) the principal amount of Consolidated Net Tangible Assets.all Securitization Transactions permitted

Indebtedness of Subsidiaries. The Borrower shall will not permit any Subsidiary to create, incur, assume or suffer permit to exist any Indebtedness, exceptFunded Indebtedness other than: (i) Indebtedness of any Subsidiary to the Borrower or any other Subsidiary; (ii) Guarantees by any Subsidiary of Indebtedness of any other Subsidiary; provided that the Indebtedness so Guaranteed is otherwise permitted by this Section 6.01; (iii) other Indebtedness of the Subsidiaries in an aggregate principal amount not exceeding the greater of (x) $450,000,000 at any time outstanding and (y) 30% of Consolidated EBITDA for the four consecutive fiscal quarter period of the Borrower most-recently ended on or prior to the most recent date any Indebtedness is incurred in reliance on this clause (iii) for which financial statements have been or were required to be delivered pursuant to paragraph (a) or (b) of Section 5.01; (iv) Indebtedness owed to any Person (including obligations in respect of letters of credit for the Borrower benefit of such Person) providing workers’ compensation, health, disability or other employee benefits or property, casualty or liability insurance, pursuant to another reimbursement or indemnification obligations to such Person, in each case incurred in the ordinary course of business; (v) Indebtedness of any Subsidiary in respect of performance bonds, bid bonds, appeal bonds, surety bonds, performance and completion guarantees and similar obligations (other than in respect of other Indebtedness for borrowed money), in each case provided in the ordinary course of business; (vi) Indebtedness of a Subsidiary in respect of non-speculative Swap Agreements relating to the business or operations of such Subsidiary; (vii) Indebtedness arising from the honoring by a bank or financial institution of a check or similar instrument drawn against insufficient funds in the ordinary course of business, so long as such Indebtedness is repaid within ten Business Days; (viii) Indebtedness in respect of letters of credit, guarantees, counter-indemnities and short term facilities incurred by any Subsidiary engaged in Clearing Operations in connection with the ordinary clearing, depository and settlement procedures (including, without limitation, any letter of credit or guarantees provided to any central securities depositories or external custodians) relating thereto; provided that any advances thereunder are repaid within 10 days following the date of such advance or any drawing under any letter of credit or guarantee; (ix) any Indebtedness of any Clearing House incurred in connection with arrangements related to any Clearing Operations where such Indebtedness arises under the rules, normal procedures, agreements or legislation governing the Clearing Operations or such Clearing House; provided that any loans, advances or other outstanding Indebtedness thereunder are repaid within 10 days following the date on which such loan or advance was made or any other such Indebtedness was incurred; (x) any Indebtedness arising as a result of short-term sale and repurchase transactions entered into by a Subsidiary on market terms and in respect of marketable securities held for investment purposes where the applicable Subsidiary enters into back to back, foreign exchange, swap or derivative transaction in the ordinary course of business; provided that the amount of such Indebtedness doesn’t exceed the principal amount of the securities sold; (xi) Indebtedness incurred in connection with the administration of the UK ESOP Program in the ordinary course of business and not outstanding longer than seven days; (xii) Indebtedness of Regulated Subsidiaries or any direct or indirect parent of any such Regulated Subsidiary incurred to satisfy such Regulated Subsidiary’s determination of any requirement imposed at any time or from time to time by any Governmental Authority in an aggregate principal amount not to exceed $250,000,000 at any time outstanding; provided that any such Indebtedness is not outstanding for longer than 30 days; (xiii) Indebtedness consisting of the financing of insurance premiums in the ordinary course of business; (xiv) Indebtedness of any Subsidiary consisting of purchase money Indebtedness and Capital Lease Obligations not to exceed $50,000,000 outstanding at any time; (xv) Indebtedness arising from agreements of any Subsidiary providing for indemnification, adjustment of purchase or acquisition price or similar obligations, in each case, incurred or assumed in connection with any Acquisition or the disposition of any business, assets or a Subsidiary not prohibited by this Agreement; (xvi) Indebtedness supported by a Letter of Credit, in a principal amount not in excess of the stated amount of such Letter of Credit; (xvii) (A) Indebtedness of any Person that is merged or consolidated with and into any Subsidiary or of any Person that otherwise becomes a Subsidiary after the Closing Date; provided that (x) such Indebtedness exists at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary and (y) immediately after giving effect to the consummation of such merger or consolidation or such Person otherwise becoming a Subsidiary, the Borrower would be in compliance on a Pro Forma Basis with the covenant set forth in Section 6.06 as of the most recent test date for which financial statements have been delivered pursuant to paragraph (a) or (b) obligations under of Section 5.01, and (B) extensions, renewals, replacements and refinancings of any Indebtedness outstanding pursuant to this Section 6.01(xvii); provided that, any Indebtedness outstanding pursuant to this subclause (B) shall not exceed the greater of (i) an aggregate principal amount of $150,000,000 at any time outstanding and (ii) 10% of Consolidated EBITDA for the four consecutive fiscal quarter period of the Borrower most-recently ended on or prior to the most recent date any Indebtedness is incurred in reliance on this subclause (B) for which financial statements have been or were required to be delivered pursuant to paragraph (a) or (b) of Section 5.01; and (xviii) Indebtedness arising from repurchase agreements, reverse repurchase agreements, sell buy back and buy sell back agreements, securities lending and borrowing agreements and any other similar agreement or transaction (including Swap Contracts, provided that such obligations are (or wereAgreements) entered into by the Borrower or such Subsidiary in the ordinary course of business for the purpose of directly mitigating risks associated with liabilitiesits clearing, commitments, investments, assetsdepository and settlement operations, or property held matters reasonably related or reasonably anticipated by such Subsidiaryincidental thereto, or changes in the value management of securities issued by such Subsidiary, and not for purposes of speculation or taking a “market view;” (c) Indebtedness secured by Liens permitted by Section 7.01(s), its liabilities; provided that the aggregate outstanding principal amount of such Indebtedness does not outstanding at any time exceed the amount permitted by such Section; (d) Indebtedness existing at the time of acquisition of any new Subsidiary by the Borrower or by a then-existing Subsidiary of the Borrower; provided that such Indebtedness was not incurred in contemplation of, and was in existence prior to, such acquisition and that neither the Borrower nor any other Subsidiary of the Borrower has any liability under such Indebtedness (other than a Subsidiary of any Person so acquired); and (e) Indebtedness of Subsidiaries of the Borrower (excluding Indebtedness otherwise permitted in clauses (a) through (d) of this Section 7.03) which does not exceed the market value of the securities or other assets sold, loaned or borrowed or otherwise subject to such applicable agreement or transaction at any time an aggregate principal amount outstanding equal to fifteen percent (15%) of Consolidated Net Tangible Assetssuch time.

Indebtedness of Subsidiaries. The Borrower shall Company will not permit any Subsidiary to create, incur, assume or suffer permit to exist any Indebtedness, except: (a) Indebtedness owed to created under the Borrower or to another SubsidiaryLoan Documents; (b) obligations under Swap ContractsIndebtedness existing on the Restatement Effective Date and, to the extent in excess of $10,000,000 individually or $25,000,000 in the aggregate, set forth in Schedule 6.01 hereto on the Restatement Effective Date and Permitted Refinancing Indebtedness in respect of Indebtedness permitted by this clause (b) and Guarantees of any such Permitted Refinancing Indebtedness; (c) Indebtedness to the Company or any other Subsidiary; (d) Guarantees of Indebtedness (i) of any Foreign Subsidiary by any other Subsidiary and (ii) of any other Person by the European Borrower or any Subsidiary, provided that Guarantees shall be permitted to be incurred pursuant to this subclause (d) only if at the time such Guarantee is incurred the aggregate principal amount of Indebtedness Guaranteed pursuant to this subclause (d) at such time (including such newly Guaranteed Indebtedness) would not exceed $75,000,000; (e) Indebtedness incurred to finance the acquisition, lease, construction, repair, maintenance, replacement, installation or improvement of any fixed or capital assets, including Finance Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and any Permitted Refinancing Indebtedness in respect of Indebtedness permitted by this clause (e); provided that (i) such Indebtedness (other than Permitted Refinancing Indebtedness permitted above in this clause (e)) is incurred prior to or within two hundred seventy (270) days after such acquisition or lease or the completion of such construction, repair, maintenance, replacement, installation or improvement and (ii) the aggregate principal amount of Indebtedness permitted by this clause (e) shall not exceed $500,000,000 at any time outstanding; (f) Indebtedness in respect of letters of credit (including trade letters of credit), bank guarantees or similar instruments issued or incurred in the ordinary course of business, including in respect of card obligations are or any overdraft and related liabilities arising from treasury, depository and cash management services or any automated clearing house transfers, workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; (or wereg) [reserved]; (h) [reserved]; (i) Indebtedness under Swap Agreements entered into by such Subsidiary in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Subsidiary, or changes in the value of securities issued by such Subsidiary, and not for purposes of speculation or taking a “market viewspeculative purposes;” (cj) Indebtedness secured by Liens permitted in respect of bid, performance, surety, stay, customs, appeal or replevin bonds or performance and completion guarantees and similar obligations issued or incurred in the ordinary course of business, including guarantees or obligations of any Subsidiary with respect to letters of credit, bank guarantees or similar instruments supporting such obligation, in each case, not in connection with Indebtedness for money borrowed; (k) Indebtedness consisting of bona fide purchase price adjustments, earn-outs, indemnification obligations, obligations under deferred compensation or similar arrangements and similar items incurred in connection with acquisitions and asset sales not prohibited by Section 7.01(s)6.10; (l) [Reserved]; (m) Cash Management Obligations and other Indebtedness in respect of card obligations, netting services, overdraft protections, cash management services and similar arrangements in each case in connection with deposit accounts; (n) Indebtedness consisting of (x) the financing of insurance premiums with the providers of such insurance or their affiliates or (y) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (o) Indebtedness supported by a Letter of Credit, in a principal amount not to exceed the face amount of such Letter of Credit; (p) [Reserved]; (q) other Indebtedness; provided that Indebtedness shall be permitted to be incurred pursuant to this clause (q) only if at the time such Indebtedness is incurred the aggregate outstanding principal amount of Indebtedness outstanding pursuant to this clause (q) at such time (including such Indebtedness) would not exceed an aggregate amount of up to 10% of Consolidated Tangible Assets; (r) [reserved]; (s) Indebtedness in respect of judgments, decrees, attachments or awards not constituting an Event of Default under clause (k) of Article 7; (t) Indebtedness of a Person assumed in connection with an acquisition of such Person by the Company or a Subsidiary and not created in contemplation thereof and any Permitted Refinancing Indebtedness in respect of such Indebtedness does in an aggregate principal amount not to exceed $250,000,000 at any time exceed the amount permitted by such Sectionoutstanding pursuant to this clause (t); (du) Indebtedness existing in the form of reimbursements owed to officers, directors, consultants and employees; (v) Indebtedness incurred under industrial revenue bonds or other qualified tax exempt bond financings and Permitted Refinancing Indebtedness in respect thereof in an aggregate principal amount not to exceed $25,000,000 at any time outstanding pursuant to this clause (v); (w) endorsements for collection, deposit or negotiation and warranties of products or services, in each case incurred in the time ordinary course of business; (x) [reserved]; and (y) any Indebtedness assumed in connection with the acquisition of any new a Person or on the date that such Person becomes a Subsidiary by the Borrower or by and not created in contemplation of such Person becoming a then-existing Subsidiary of the Borrower; provided that Company and any Permitted Refinancing Indebtedness in respect of such Indebtedness was not incurred in contemplation of, and was in existence prior to, such acquisition and that neither the Borrower nor any other Subsidiary Indebtedness. Each category of the Borrower has any liability under such Indebtedness (other than a Subsidiary of any Person so acquired); and (e) Indebtedness of Subsidiaries of under the Borrower (excluding Indebtedness otherwise permitted in clauses Loan Documents which shall at all times be deemed to be outstanding pursuant to clause (a)) through (d) set forth above shall be deemed to be cumulative and for purposes of determining compliance with this Section 7.036.01, in the event that an item of Indebtedness (or any portion thereof) which does not exceed at any time an aggregate principal meets the criteria of more than one of the categories described above, the Company, in its sole discretion, may classify or reclassify (or later divide, classify or reclassify) such item of Indebtedness (or any portion thereof) and shall only be required to include the amount outstanding equal to fifteen percent (15%) and type of Consolidated Net Tangible Assetssuch Indebtedness in one of the above clauses.

Indebtedness of Subsidiaries. The Borrower shall not permit Permit any Subsidiary of the Borrower to create, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness owed to under the Borrower or to another SubsidiaryLoan Documents; (b) obligations under Swap Contracts, provided that such obligations are (or were) entered into by such Subsidiary Guarantees in respect of Indebtedness otherwise permitted hereunder of the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Subsidiary, or changes in the value of securities issued by such Subsidiary, and not for purposes of speculation or taking a “market viewBorrower;” (c) Indebtedness secured owed by Liens any Subsidiary to (i) the Borrower, or (ii) another Subsidiary, provided that if such Subsidiary to whom such Indebtedness is owed is not a Guarantor, then such Indebtedness (other than Indebtedness owed by a Foreign Subsidiary to another Foreign Subsidiary) shall be subordinated to the Obligations pursuant to terms substantially the same as the subordination terms applicable to the Guarantors pursuant to the Guaranty; (d) purchase money Indebtedness permitted by Section 7.01(s7.01(h); (e) Guarantees in respect of the Senior Note Indebtedness in an aggregate principal amount of up to $600,000,000; (f) unsecured Indebtedness, provided that (i) both before and after such Indebtedness is created, incurred or assumed, no Default or Event of Default shall have occurred and be continuing, and (ii) the aggregate outstanding principal amount of such Indebtedness does not at any time exceed the amount permitted by such Section; (d) Indebtedness existing at the time of acquisition of any new Subsidiary by the Borrower or by a then-existing Subsidiary of the Borrower; provided that such Indebtedness was not incurred in contemplation of, and was in existence prior to, such acquisition and that neither the Borrower nor any other Subsidiary of the Borrower has any liability under such Indebtedness (other than a Subsidiary of any Person so acquired); and (e) Indebtedness of for all Subsidiaries of the Borrower (excluding Indebtedness otherwise permitted in clauses (a) through (d) of this Section 7.03) which does taken together shall not exceed at any time an aggregate principal amount outstanding equal to fifteen percent (15%) 10% of Consolidated Net Tangible AssetsWorth; and (g) secured Indebtedness, provided that (i) both before and after such Indebtedness is created, incurred or assumed, no Default or Event of Default shall have occurred and be continuing, and (ii) the aggregate outstanding principal amount of such Indebtedness for all Subsidiaries taken together shall not exceed at any time an amount equal to 5% of Consolidated Net Worth.

Indebtedness of Subsidiaries. The Borrower shall Company will not permit any Subsidiary to create, incur, assume or suffer permit to exist any Indebtedness, except: (a) Indebtedness owed to created under the Borrower or to another SubsidiaryLoan Documents; (b) Indebtedness existing on the Closing Date and, to the extent in excess of $10,000,000 individually or $25,000,000 in the aggregate, set forth in Schedule 6.01 and Permitted Refinancing Indebtedness in respect of Indebtedness permitted by this clause (b) and Guarantees of any such Permitted Refinancing Indebtedness; (c) Indebtedness to the Company or any other Subsidiary; (d) Guarantees of Indebtedness (i) of any Foreign Subsidiary by any other Subsidiary and (ii) of any other Person by the Borrower or any Subsidiary; provided that Guarantees shall be permitted to be incurred pursuant to this subclause (ii) only if at the time such Guarantee is incurred the aggregate principal amount of Indebtedness Guaranteed pursuant to this subclause (ii) at such time (including such newly Guaranteed Indebtedness) would not exceed $75,000,000; (e) Indebtedness incurred to finance the acquisition, lease, construction, repair, maintenance, replacement, installation or improvement of any fixed or capital assets, including Finance Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and any Permitted Refinancing Indebtedness in respect of Indebtedness permitted by this clause (e); provided that (i) such Indebtedness (other than Permitted Refinancing Indebtedness permitted above in this clause (e)) is incurred prior to or within two hundred seventy (270) days after such acquisition or lease or the completion of such construction, repair, maintenance, replacement, installation or improvement and (ii) the aggregate principal amount of Indebtedness permitted by this clause (e) shall not exceed $500,000,000 at any time outstanding; (f) Indebtedness in respect of letters of credit (including trade letters of credit), bank guarantees or similar instruments issued or incurred in the ordinary course of business, including in respect of card obligations under Swap Contractsor any overdraft and related liabilities arising from treasury, depository and cash management services or any automated clearing house transfers, workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; (g) Attributable Receivables Indebtedness incurred pursuant to Permitted Receivables Facilities, not to exceed $600,000,000; (h) Indebtedness of Foreign Subsidiaries, provided that Indebtedness shall be permitted to be incurred pursuant to this clause (h) only if at the time such obligations are Indebtedness is incurred the aggregate principal amount of Indebtedness outstanding pursuant to this clause (h) at such time (including such Indebted- ness) would not exceed $500,000,000 (or werethe Spot Rate equivalent thereof at the time of incurrence of such Indebtedness in such other currency as reasonably determined by the Company); (i) Indebtedness under Swap Agreements entered into by such Subsidiary in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Subsidiary, or changes in the value of securities issued by such Subsidiary, and not for purposes of speculation or taking a “market viewspeculative purposes;” (cj) Indebtedness secured by Liens permitted in respect of bid, performance, surety, stay, customs, appeal or replevin bonds or performance and completion guarantees and similar obligations issued or incurred in the ordinary course of business, including guarantees or obligations of any Subsidiary with respect to letters of credit, bank guarantees or similar instruments supporting such obligation, in each case, not in connection with Indebtedness for money borrowed; (k) Indebtedness consisting of bona fide purchase price adjustments, earn-outs, indemnification obligations, obligations under deferred compensation or similar arrangements and similar items incurred in connection with acquisitions and asset sales not prohibited by Section 7.01(s)6.10; (l) [reserved]; (m) Indebtedness in respect of card obligations, netting services, overdraft protections, cash management services and similar arrangements in each case in connection with deposit accounts; (n) Indebtedness consisting of (x) the financing of insurance premiums with the providers of such insurance or their affiliates or (y) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (o) Indebtedness supported by a letter of credit under the Senior Credit Agreement, in a principal amount not to exceed the face amount of such letter of credit; (p) [reserved]; (q) other Indebtedness; provided that Indebtedness shall be permitted to be incurred pursuant to this clause (q) only if at the time such Indebtedness is incurred the aggregate outstanding principal amount of Indebtedness outstanding pursuant to this clause (q) at such time (including such Indebtedness) would not exceed $250,000,000; (r) Indebtedness in the form of Guarantees of Indebtedness of joint ventures; provided that Indebtedness shall be permitted to be incurred pursuant to this clause (r) only if at the time such Indebtedness does is incurred the aggregate principal amount of Indebtedness outstanding pursuant to this clause (r) at such time (including such Indebtedness) would not exceed $300,000,000 (or, if on a Pro Forma Basis for such Guarantee, the Consolidated Net Leverage Ratio is less than or equal to 2.50 to 1.0 as of the last day of the most recent fiscal quarter for which financial statements have been delivered pursuant to Section 5.01(a) or (b), $400,000,000); (s) Indebtedness in respect of judgments, decrees, attachments or awards not constituting an Event of Default under clause (k) of Article VII; (t) Indebtedness of a Person assumed in connection with an acquisition of such Person by the Company or a Subsidiary and not created in contemplation thereof and any Permitted Refinancing Indebtedness in respect of such Indebtedness in an aggregate principal amount not to exceed $250,000,000 at any time exceed the amount permitted by such Sectionoutstanding pursuant to this clause (t); (du) Indebtedness existing in the form of reimbursements owed to officers, directors, consultants and employees; (v) Indebtedness incurred under industrial revenue bonds or other qualified tax exempt bond financings and Permitted Refinancing Indebtedness in respect thereof in an aggregate principal amount not to exceed $25,000,000 at any time outstanding pursuant to this clause (v); (w) Indebtedness under the time Senior Credit Agreement in an amount not to exceed $2,000,000,000; and (x) endorsements for collection, deposit or negotiation and warranties of acquisition of any new Subsidiary by the Borrower products or by a then-existing Subsidiary of the Borrower; provided that such Indebtedness was not services, in each case incurred in contemplation of, and was in existence prior to, such acquisition and that neither the Borrower nor any other Subsidiary ordinary course of the Borrower has any liability under such business. Each category of Indebtedness (other than a Subsidiary of any Person so acquired); and (e) Indebtedness of Subsidiaries of under the Borrower (excluding Indebtedness otherwise permitted in clauses Loan Documents which shall at all times be deemed to be outstanding pursuant to clause (a)) through (d) set forth above shall be deemed to be cumulative and for purposes of determining compliance with this Section 7.036.01, in the event that an item of Indebtedness (or any portion thereof) which does not exceed at any time an aggregate principal meets the criteria of more than one of the categories described above, the Company, in its sole discretion, may classify or reclassify (or later divide, classify or reclassify) such item of Indebtedness (or any portion thereof) and shall only be required to include the amount outstanding equal to fifteen percent (15%) and type of Consolidated Net Tangible Assetssuch Indebtedness in one of the above clauses.

Indebtedness of Subsidiaries. The Borrower shall will not permit any Subsidiary to create, incur, assume or suffer permit to exist any Indebtedness, exceptFunded Indebtedness other than: (i) Indebtedness of any Subsidiary to the Borrower or any other Subsidiary; (ii) Guarantees by any Subsidiary of Indebtedness of any other Subsidiary; provided that the Indebtedness so Guaranteed is otherwise permitted by this Section 6.01; (iii) other Indebtedness of the Subsidiaries in an aggregate principal amount not exceeding the greater of (x) $300,000,000 at any time outstanding and (y) 25% of Consolidated EBITDA for the four consecutive fiscal quarter period of the Borrower most-recently ended on or prior to the most recent date any Indebtedness is incurred in reliance on this clause (iii) for which financial statements have been or were required to be delivered pursuant to paragraph (a) or (b) of Section 5.01; (iv) Indebtedness owed to any Person (including obligations in respect of letters of credit for the Borrower benefit of such Person) providing workers’ compensation, health, disability or other employee benefits or property, casualty or liability insurance, pursuant to another reimbursement or indemnification obligations to such Person, in each case incurred in the ordinary course of business; (v) Indebtedness of any Subsidiary in respect of performance bonds, bid bonds, appeal bonds, surety bonds, performance and completion guarantees and similar obligations (other than in respect of other Indebtedness for borrowed money), in each case provided in the ordinary course of business; (vi) Indebtedness of a Subsidiary in respect of non-speculative Swap Agreements relating to the business or operations of such Subsidiary; (bvii) obligations Indebtedness arising from the honoring by a bank or financial institution of a check or similar instrument drawn against insufficient funds in the ordinary course of business, so long as such Indebtedness is repaid within five Business Days; (viii) Indebtedness in respect of letters of credit, guarantees, counter-indemnities and short term facilities incurred by any Subsidiary engaged in Clearing Operations in connection with the ordinary clearing, depository and settlement procedures (including, without limitation, any letter of credit or guarantees provided to any central securities depositories or external custodians) relating thereto; provided that any advances thereunder are repaid within 10 days following the date of such advance or any drawing under Swap Contractsany letter of credit or guarantee; (ix) any Indebtedness of any Clearing House incurred in connection with arrangements related to any Clearing Operations where such Indebtedness arises under the rules, normal procedures, agreements or legislation governing the Clearing Operations or such Clearing House; provided that any loans, advances or other outstanding Indebtedness thereunder are repaid within 10 days following the date on which such loan or advance was made or any other such Indebtedness was incurred; (x) any Indebtedness arising as a result of short-term sale and repurchase transactions entered into by a Subsidiary on market terms and in respect of marketable securities held for investment purposes where the applicable Subsidiary enters into back to back, foreign exchange, swap or derivative transaction in the ordinary course of business; provided that the amount of such Indebtedness doesn’t exceed the principal amount of the securities sold; (xi) Indebtedness incurred in connection with the administration of the UK ESOP Program in the ordinary course of business and not outstanding longer than seven days; (xii) Indebtedness of Regulated Subsidiaries or any direct or indirect parent of any such Regulated Subsidiary incurred to satisfy such Regulated Subsidiary’s determination of any requirement imposed at any time or from time to time by any Governmental Authority in an aggregate principal amount not to exceed $250,000,000 at any time outstanding; provided that any such Indebtedness is not outstanding for longer than 30 days; (xiii) Indebtedness consisting of the financing of insurance premiums in the ordinary course of business. (xiv) Indebtedness of any Subsidiary incurred on behalf of its customers in its market technology business consisting of purchase money Indebtedness and Capital Lease Obligations not to exceed $50,000,000 outstanding at any time in respect of back-to-back lease arrangements; (xv) Indebtedness arising from agreements of any Subsidiary providing for indemnification, adjustment of purchase or acquisition price or similar obligations, in each case, incurred or assumed in connection with any Acquisition or the disposition of any business, assets or a Subsidiary not prohibited by this Agreement; (xvi) Indebtedness supported by a Letter of Credit, in a principal amount not in excess of the stated amount of such Letter of Credit; (xvii) Indebtedness of any Person that is merged or consolidated with and into any Subsidiary or of any Person that otherwise becomes a Subsidiary after the Closing Date; provided that such obligations are Indebtedness exists at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary, and extensions, renewals and replacements of any such Indebtedness so long as the principal amount of such extensions, renewals and replacements does not exceed the principal amount of the Indebtedness being extended, renewed or replaced (plus any accrued but unpaid interest and redemption premium payable by the terms of such Indebtedness thereon); provided that (i) the Borrower would be in compliance on a Pro Forma Basis with the covenant set forth in Section 6.09 as of the most recent test date for which financial statements have been delivered pursuant to paragraph (a) or were(b) of Section 5.01 and (ii) the aggregate principal amount of Indebtedness permitted by this clause (xvii) shall not exceed $100,000,000 at any time outstanding; and (xviii) Indebtedness arising from repurchase agreements, reverse repurchase agreements, sell buy back and buy sell back agreements, securities lending and borrowing agreements and any other similar agreement or transaction (including Swap Agreements) entered into by the Borrower or such Subsidiary in the ordinary course of business for the purpose of directly mitigating risks associated with liabilitiesits clearing, commitments, investments, assetsdepository and settlement operations, or property held matters reasonably related or reasonably anticipated by such Subsidiaryincidental thereto, or changes in the value management of securities issued by such Subsidiary, and not for purposes of speculation or taking a “market view;” (c) Indebtedness secured by Liens permitted by Section 7.01(s), its liabilities; provided that the aggregate outstanding principal amount of such Indebtedness does not outstanding at any time exceed the amount permitted by such Section; (d) Indebtedness existing at the time of acquisition of any new Subsidiary by the Borrower or by a then-existing Subsidiary of the Borrower; provided that such Indebtedness was not incurred in contemplation of, and was in existence prior to, such acquisition and that neither the Borrower nor any other Subsidiary of the Borrower has any liability under such Indebtedness (other than a Subsidiary of any Person so acquired); and (e) Indebtedness of Subsidiaries of the Borrower (excluding Indebtedness otherwise permitted in clauses (a) through (d) of this Section 7.03) which does not exceed the market value of the securities or other assets sold, loaned or borrowed or otherwise subject to such applicable agreement or transaction at any time an aggregate principal amount outstanding equal to fifteen percent (15%) of Consolidated Net Tangible Assetssuch time.

Indebtedness of Subsidiaries. The Borrower shall Company and Co-Obligors will not at any time permit any Subsidiary (other than a Co-Obligor), directly or indirectly, to create, incur, assume assume, guarantee, have outstanding, or suffer to exist otherwise become or remain directly or indirectly liable for, any Indebtedness, exceptIndebtedness other than: (a) Indebtedness owed to of a Subsidiary outstanding on the Borrower date of Closing and listed on Schedule 5.15 and any extension, renewal or to another Subsidiaryrefunding thereof, provided that the principal amount outstanding at the time of such extension, renewal or refunding is not increased; (b) obligations under Swap Contracts, provided that such obligations are (Indebtedness of a Subsidiary owed to the Company or were) entered into by such Subsidiary in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such another Wholly Owned Subsidiary, or changes in the value of securities issued by such Subsidiary, and not for purposes of speculation or taking a “market view;” (c) Guaranties by a Subsidiary of Indebtedness secured by Liens permitted by Section 7.01(s), provided that of another Subsidiary or of the aggregate outstanding principal amount of such Indebtedness does not at any time exceed the amount permitted by such SectionCompany; (d) Indebtedness existing at under the time Credit Agreement of acquisition of any new Subsidiary by the Borrower or by a then-existing Subsidiary of the Borrower; provided that such Indebtedness was not incurred in contemplation of, and was in existence prior to, such acquisition and that neither the Borrower nor any other Subsidiary of the Borrower has any liability under such Indebtedness (other than a Subsidiary of any Person so acquired); andGuarantor that becomes a borrower under the Credit Agreement after the Closing Date; (e) Indebtedness evidenced by loans from Lea▇▇▇▇ ▇▇nance Company B.V. to any Subsidiary that is not a Subsidiary Guarantor not exceeding $20,000,000 in aggregate principal amount outstanding at any time; and (f) Indebtedness of Subsidiaries of the Borrower (excluding Indebtedness a Subsidiary not otherwise permitted in by the preceding clauses (a) through (de), provided that immediately before and after giving effect to the incurrence thereof and to the application of the proceeds thereof, (i) no Default or Event of Default exists, and (ii) the aggregate amount of all Indebtedness incurred pursuant to this Section 7.0310.6(f) which does not exceed at any time an aggregate principal amount outstanding equal to fifteen percent (15%) 20% of Consolidated Net Tangible AssetsWorth.

Indebtedness of Subsidiaries. The Borrower shall not permit Permit any Subsidiary to create, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness owed to the Borrower or to another Subsidiary; provided, however, that any Indebtedness of the Guarantor owed to another Subsidiary shall be subordinated on terms and conditions satisfactory to Administrative Agent and the Required Lenders in right of payment to its obligations under the Guaranty Agreement; (b) obligations under Swap Contracts, provided that such obligations are (or were) Contracts entered into by such Subsidiary in the ordinary course of business for the purpose of directly mitigating risks associated compliance with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Subsidiary, or changes in the value of securities issued by such Subsidiary, and not for purposes of speculation or taking a “market viewSection 7.11;” (c) Indebtedness secured by Liens permitted by Section 7.01(s), provided that the aggregate outstanding principal amount of such Indebtedness does not at any time exceed the amount permitted by such Section; (d) Indebtedness existing at the time of acquisition of any new Subsidiary by the Borrower or by a then-existing Subsidiary of the Borrower; provided that such Indebtedness was not incurred in contemplation of, and was in existence prior to, such acquisition and that neither the Borrower nor any other Subsidiary of the Borrower has any liability under such Indebtedness Indebtedness; (other than a Subsidiary d) guaranty by the Guarantor of any Person so acquired); andthe Borrower’s Indebtedness; (e) Indebtedness of Subsidiaries Guardian Pipeline, L.L.C. (“Guardian”) pursuant to the Master Shelf Agreement, dated as of November 8, 2001, among Guardian, Prudential Insurance Company of America and the other parties thereto, as amended from time to time, together with any renewals, extensions or refinancings thereof, provided that any renewal, extension or refinancing thereof is not greater than the principal amount of the Borrower Indebtedness being renewed, extended or refinanced, and does not shorten the weighted average life to maturity of such Indebtedness; and (f) Indebtedness of Subsidiaries (excluding Indebtedness otherwise permitted in clauses (a) through (d) of this Section 7.03) which does not exceed at any time an aggregate principal amount outstanding equal to fifteen percent (15%) of Consolidated Net Tangible Assets.

Indebtedness of Subsidiaries. The Borrower shall will not permit any Subsidiary to create, incur, assume or suffer permit to exist any Indebtedness, exceptFunded Indebtedness other than: (ai) Indebtedness of any Subsidiary to the Borrower or any other Subsidiary; (ii) Guarantees by any Subsidiary of Indebtedness of any other Subsidiary, provided that the Indebtedness so Guaranteed is otherwise permitted by this Section 6.01; (iii) other Indebtedness of the Subsidiaries in an aggregate principal amount not exceeding $250,000,000 at any time outstanding; (iv) Indebtedness owed to any Person (including obligations in respect of letters of credit for the Borrower benefit of such Person) providing workers’ compensation, health, disability or other employee benefits or property, casualty or liability insurance, pursuant to another reimbursement or indemnification obligations to such Person, in each case incurred in the ordinary course of business; (v) Indebtedness of any Subsidiary in respect of performance bonds, bid bonds, appeal bonds, surety bonds, performance and completion guarantees and similar obligations (other than in respect of other Indebtedness for borrowed money), in each case provided in the ordinary course of business; (vi) Indebtedness of a Subsidiary in respect of non-speculative Swap Agreements relating to the business or operations of such Subsidiary; (bvii) obligations Indebtedness arising from the honoring by a bank or financial institution of a check or similar instrument drawn against insufficient funds in the ordinary course of business, so long as such Indebtedness is repaid within five Business Days; (viii) Indebtedness in respect of letters of credit, guarantees, counter-indemnities and short term facilities incurred by any Subsidiary engaged in Exchange and Clearing Operations in connection with the ordinary clearing, depository and settlement procedures (including, without limitation, any letter of credit or guarantees provided to any central securities depositories or external custodians) relating thereto; provided that any advances thereunder are repaid within 10 days following the date of such advance or any drawing under Swap Contractsany letter of credit or guarantee; (ix) any Indebtedness arising under arrangements in connection with the participation in or through any clearing system or investment, commodities or stock exchange where the Indebtedness arises under the rules, normal procedures, agreements or legislation governing trading on or through such system or exchange; provided that any advances thereunder are repaid within 10 days following the date of such advance or any drawing under any letter of credit or guarantee; (x) any Indebtedness arising as a result of short-term sale and repurchase transactions entered into by a Subsidiary on market terms and in respect of marketable securities held for investment purposes where the applicable Subsidiary enters into back to back, foreign exchange, swap or derivative transaction in the ordinary course of business, provided that the amount of such obligations are Indebtedness doesn’t exceed the principal amount of the securities sold; (or werexi) entered into by such Subsidiary Indebtedness incurred in connection with the administration of the UK ESOP Program in the ordinary course of business and not outstanding longer than seven days; (xii) Indebtedness of Regulated Subsidiaries or any direct or indirect parent of any such Regulated Subsidiary incurred to satisfy such Regulated Subsidiary’s determination of any requirement imposed at any time or from time to time by any Governmental Authority in an aggregate principal amount not to exceed $100,000,000 at any time outstanding; provided that any such Indebtedness is not outstanding for longer than 45 days; (xiii) Indebtedness consisting of the purpose financing of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Subsidiary, or changes insurance premiums in the value ordinary course of securities issued business; (xiv) Indebtedness of the OMX Group incurred on behalf of its customers in its market technology business consisting of purchase money Indebtedness and Capital Lease Obligations not to exceed $50,000,000 outstanding at any time in respect of back-to-back lease arrangements; (xv) Indebtedness arising from agreements of any Subsidiary providing for indemnification, adjustment of purchase or acquisition price or similar obligations, in each case, incurred or assumed in connection with any Acquisition or the disposition of any business, assets or a Subsidiary not prohibited by this Agreement; (xvi) Indebtedness supported by a letter of credit, in a principal amount not in excess of the stated amount of such letter of credit; and (xvii) Indebtedness of any Person that is merged or consolidated with and into any Subsidiary or of any Person that otherwise becomes a Subsidiary after the Closing Date, provided that such Indebtedness exists at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary, and extensions, renewals and replacements of any such Indebtedness so long as the principal amount of such extensions, renewals and replacements does not for purposes exceed the principal amount of speculation the Indebtedness being extended, renewed or taking a “market view;” replaced (c) plus any accrued but unpaid interest and redemption premium payable by the terms of such Indebtedness secured by Liens permitted by Section 7.01(sthereon), provided that (i) the Borrower would be in compliance on a Pro Forma Basis with the covenants set forth in Section 6.08 and Section 6.09 as of the most recent test date for which financial statements have been delivered pursuant to paragraph (a) or (b) of Section 5.01, (ii) the aggregate outstanding principal amount of such Indebtedness does permitted by this clause (xvii) shall not exceed $75,000,000 at any time exceed the amount outstanding and (iii) any such Indebtedness permitted by this clause (xvii) is not outstanding for longer than 180 days after such Section; (d) Indebtedness existing at the time of acquisition of any new Subsidiary by the Borrower merger or by a then-existing Subsidiary of the Borrower; provided that such Indebtedness was not incurred in contemplation of, and was in existence prior to, such acquisition and that neither the Borrower nor any other Subsidiary of the Borrower has any liability under such Indebtedness (other than a Subsidiary of any Person so acquired); and (e) Indebtedness of Subsidiaries of the Borrower (excluding Indebtedness otherwise permitted in clauses (a) through (d) of this Section 7.03) which does not exceed at any time an aggregate principal amount outstanding equal to fifteen percent (15%) of Consolidated Net Tangible Assetsconsolidation.

Indebtedness of Subsidiaries. The Borrower shall not permit Permit any Subsidiary of its Subsidiaries to create, incur, assume or suffer to exist exist, any Indebtedness, Indebtedness except: (ai) Indebtedness owed to the Borrower or to another Subsidiary; (b) obligations under Swap Contracts, provided that such obligations are (or were) entered into by such Subsidiary incurred in the ordinary course of business for and consistent with the purpose past practices of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Subsidiary, or changes in the value of securities issued by such Subsidiary, and not for purposes of speculation or taking a “market viewBorrower's Subsidiaries;” (cii) Existing Indebtedness, including any extension, renewal, refinancing or replacement thereof; (iii) Project Financing; (iv) Indebtedness of any Person that becomes a Subsidiary after the date hereof; provided that such Indebtedness exists at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary; (v) Indebtedness referred to in Section 5.02(a)(iii) and 5.02(a)(iv) and secured by Liens permitted thereby; (vi) Indebtedness under Securitization Transactions; (vii) Additional Indebtedness, provided that at the time of the creation, incurrence or assumption of such Indebtedness, the aggregate principal amount thereof taken together with the aggregate principal amount of outstanding Indebtedness incurred in reliance on this clause (vii) and the aggregate principal amount of outstanding Indebtedness secured by Liens permitted by under clause (ix) of Section 7.01(s5.02(a), provided that shall not exceed 15% of Consolidated Net Worth, as reflected in the aggregate outstanding principal amount of such Indebtedness does not at any time exceed the amount permitted by such Sectionmost recent financial statements delivered pursuant to Section 5.01(d)(i) and (ii); (dviii) Indebtedness existing at the time of acquisition of any new Subsidiary Subsidiaries that are special-purpose business trusts under trust preferred securities that are guaranteed by the Borrower or by a then-existing Borrower; (ix) Indebtedness of Subsidiary of the Borrower; provided that Guarantors so long as such Subsidiary's guaranty remains in effect for so long as such Indebtedness was not incurred in contemplation of, and was in existence prior to, such acquisition and that neither the Borrower nor any other Subsidiary of the Borrower has any liability under such Indebtedness (other than a Subsidiary of any Person so acquired)is outstanding; and (ex) Indebtedness of Subsidiaries of under the Borrower (excluding Indebtedness otherwise permitted in clauses (a) through (d) of this Section 7.03) which does not exceed at any time an aggregate principal amount outstanding equal to fifteen percent (15%) of Consolidated Net Tangible AssetsRevolving Credit Agreement and the Master LC Facility Agreement.

Indebtedness of Subsidiaries. The Borrower shall will not permit any Subsidiary of its Subsidiaries to create, incur, assume or suffer permit to exist any Indebtedness, exceptother than: (a) Indebtedness owed Guarantee Obligations under guarantee agreements entered into pursuant to the Borrower or to another SubsidiarySection 7.10; (b) obligations under Swap Contracts, provided that such obligations are Indebtedness existing on the Restatement Effective Date as set forth on Schedule 8.1; (or werec) entered into by such Subsidiary Indebtedness in respect of current accounts payable and accrued expenses incurred in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Subsidiary, or changes in the value of securities issued by such Subsidiary, and not for purposes of speculation or taking a “market view;” (c) Indebtedness secured by Liens permitted by Section 7.01(s), provided that the aggregate outstanding principal amount of such Indebtedness does not at any time exceed the amount permitted by such Sectionbusiness; (d) Indebtedness existing at owing by a Subsidiary of the time of acquisition of any new Subsidiary by Borrower to the Borrower or by a then-existing another Subsidiary of the Borrower; provided that no such Indebtedness was shall be assigned or pledged to a Person other than the Borrower or a Subsidiary; (e) purchase money Indebtedness (including Capital Leases) to finance the purchase of any Property; provided that (i) the total of all such Indebtedness shall not exceed an aggregate principal amount of $125,000,000 (or, solely during the Covenant Increase Period, $50,000,000) at any one time outstanding, (ii) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed and (iii) no such Indebtedness shall be refinanced for a principal amount in excess of the principal balance outstanding thereon at the time of such refinancing; (f) Indebtedness arising from Permitted Receivables Financings in an amount not to exceed $1,000,000,000 (or, solely during the Covenant Increase Period, $600,000,000) in the aggregate at any one time outstanding; (g) Indebtedness evidenced by Hedging Agreements entered into in the ordinary course of business and not for speculative purposes; (h) any guarantees of Indebtedness of the Borrower by its Domestic Subsidiaries; provided that in the case of any guarantee by a Domestic Subsidiary of Material Debt of the Borrower, such Domestic Subsidiary becomes a guarantor of the Obligations as required by Section 7.10; (i) Indebtedness of any Person that becomes a Subsidiary after the Restatement Effective Date, and Indebtedness secured by any Property acquired by a Subsidiary after the Restatement Effective Date; provided that such Indebtedness exists at the time such Person becomes a Subsidiary or such Property is acquired, is not created in contemplation of, thereof or in connection therewith and was in existence prior to, such acquisition and that neither the Borrower nor is not assumed or guaranteed by any other Subsidiary of the Borrower has (unless such assumption or guarantee is permitted by another clause of this Section 8.1); (j) Indebtedness incurred after the Restatement Effective Date by Foreign Subsidiaries in an amount not to exceed $400,000,000 (or, solely during the Covenant Increase Period, $20,000,000) (or, in each case, the Dollar Equivalent thereof and, in each case, measured for purposes of this clause (j), solely on the date of incurrence thereof) in the aggregate at any liability time outstanding; (k) Refinancing Indebtedness in respect of Indebtedness permitted under such Indebtedness clauses (other than a Subsidiary of any Person so acquired)b) and (i) above; and (el) other secured or unsecured Indebtedness; provided, that at the time any such Indebtedness is incurred and after giving effect thereto, the aggregate amount of Subsidiaries of the Borrower such Indebtedness and all outstanding Indebtedness theretofore incurred under this clause (excluding Indebtedness otherwise permitted in clauses (al) through (d) of this Section 7.03) which does not exceed 15% of Net Worth at any time an aggregate principal amount outstanding equal such time(or, solely during the Covenant Increase Period, 7.5% of Net Worth) at such time; provided further, that solely during the Covenant Increase Period, only secured Indebtedness in respect of purchase money Indebtedness (including Capital Leases), secured Indebtedness arising from Permitted Receivables Financings, secured Indebtedness incurred by Foreign Subsidiaries or unsecured Indebtedness shall be permitted to fifteen percent be incurred pursuant to this clause (15%) of Consolidated Net Tangible Assetsl).

Indebtedness of Subsidiaries. The Borrower shall not permit any Non-Guarantor Subsidiary to create, incur, assume or suffer to exist any Indebtedness, except: (a) (i) subject to the terms and conditions set forth in Section 7.01(b), Indebtedness secured by Liens permitted by Section 7.01(b), (ii) subject to the terms and conditions set forth in Section 7.01(h), purchase money Indebtedness, Off-Balance Sheet Liabilities or capital lease obligations secured by Liens permitted by Section 7.01(h) and (iii) to the extent constituting Indebtedness and subject to the terms and conditions set forth in Sections 7.01(e), (f) or (l), as applicable, such Indebtedness secured by Liens permitted by Sections 7.01(e), (f) or (l), as applicable; (b) unsecured Indebtedness owed by any Subsidiary to the Borrower or to another Subsidiary; (bi) obligations under Swap Contractssubject to the terms and conditions set forth in Section 7.01(k), provided that such obligations are (or were) entered into by such Subsidiary in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Subsidiary, or changes in the value of securities issued by such Subsidiary, and not for purposes of speculation or taking a “market view;” (c) Indebtedness secured by Liens permitted by Section 7.01(s7.01(k), and (ii) unsecured Indebtedness existing at the time of acquisition or purchase, including by way of merger, by the Borrower or any of its Subsidiaries of any business entity, so long as such Indebtedness was not incurred, extended or renewed in contemplation of such acquisition or purchase; provided that at the time of the assumption of such Indebtedness or the acquisition or purchase of such business entity and after giving effect thereto, no Default or Event of Default would exist; and (d) Indebtedness not otherwise permitted by this Section 7.03 and incurred and outstanding under this clause (d) after giving effect thereto; provided, that the aggregate outstanding principal amount of such Indebtedness does Priority Debt shall not at any time exceed the amount permitted by such Section; (d) Indebtedness existing exceed, at the time of acquisition incurrence, assumption or creation of any new Subsidiary by the Borrower or by a then-existing Subsidiary of the Borrower; provided that such Indebtedness was not incurred in contemplation of, and was in existence prior to, such acquisition and that neither the Borrower nor any other Subsidiary of the Borrower has any liability under such Indebtedness (other than a Subsidiary of any Person so acquired); and (e) Indebtedness of Subsidiaries of the Borrower (excluding Indebtedness otherwise permitted in clauses (a) through this clause (d), the greater of (x) of this Section 7.03$500,000,000 and (y) which does not exceed at any time an aggregate principal amount outstanding equal to fifteen percent (15%) % of Consolidated Net Tangible Assets. (11) Section 7.08 (Burdensome Agreements) is hereby amended and restated to read as follows:

Indebtedness of Subsidiaries. The Borrower shall not permit any Subsidiary to create, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness owed to the Borrower or to another Subsidiary; (b) obligations under Swap Contracts, provided that such obligations are (or were) entered into by such Subsidiary in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Subsidiary, or changes in the value of securities issued by such Subsidiary, and not for purposes of speculation or taking a “market view;” (c) Indebtedness secured by Liens permitted by Section 7.01(s), provided that the aggregate outstanding principal amount of such Indebtedness does not at any time exceed the amount permitted by such Section; (d) Indebtedness existing at the time of acquisition of any new Subsidiary by the Borrower or by a then-existing Subsidiary of the Borrower; provided that such Indebtedness was not incurred in contemplation of, and was in existence prior to, such acquisition and that neither the Borrower nor any other Subsidiary of the Borrower has any liability under such Indebtedness (other than a Subsidiary of any Person so acquired); and (e) Indebtedness of Subsidiaries of the Borrower (excluding Indebtedness otherwise permitted in clauses (a) through (d) of this Section 7.03) which does not exceed at any time an aggregate principal amount outstanding equal to fifteen percent (15%) 5.0% of Consolidated Net Tangible Assets.

Indebtedness of Subsidiaries. The Borrower shall will not permit any Subsidiary to create, incur, assume or suffer permit to exist any Indebtedness, exceptFunded Indebtedness other than: (i) Indebtedness of any Subsidiary to the Borrower or any other Subsidiary; (ii) Guarantees by any Subsidiary of Indebtedness of any other Subsidiary; provided that the Indebtedness so Guaranteed is otherwise permitted by this Section 6.01; (iii) other Indebtedness of the Subsidiaries in an aggregate principal amount not exceeding the greater of (x) $600,000,000 at any time outstanding and (y) 30% of Consolidated EBITDA for the four consecutive fiscal quarter period of the Borrower most-recently ended on or prior to the most recent date any Indebtedness is incurred in reliance on this clause (iii) for which financial statements have been or were required to be delivered pursuant to paragraph (a) or (b) of Section 5.01; (iv) Indebtedness owed to any Person (including obligations in respect of letters of credit for the Borrower benefit of such Person) providing workers’ compensation, health, disability or other employee benefits or property, casualty or liability insurance, pursuant to another reimbursement or indemnification obligations to such Person, in each case incurred in the ordinary course of business; (v) Indebtedness of any Subsidiary in respect of performance bonds, bid bonds, appeal bonds, surety bonds, performance and completion guarantees and similar obligations (other than in respect of other Indebtedness for borrowed money), in each case provided in the ordinary course of business; (vi) Indebtedness of a Subsidiary in respect of non-speculative Swap Agreements relating to the business or operations of such Subsidiary; (vii) Indebtedness arising from the honoring by a bank or financial institution of a check or similar instrument drawn against insufficient funds in the ordinary course of business, so long as such Indebtedness is repaid within ten Business Days; (viii) Indebtedness in respect of letters of credit, guarantees, counter-indemnities and short term facilities incurred by any Subsidiary engaged in Clearing Operations in connection with the ordinary clearing, depository and settlement procedures (including, without limitation, any letter of credit or guarantees provided to any central securities depositories or external custodians) relating thereto; provided that any advances thereunder are repaid within 10 days following the date of such advance or any drawing under any letter of credit or guarantee; (ix) any Indebtedness of any Clearing House incurred in connection with arrangements related to any Clearing Operations where such Indebtedness arises under the rules, normal procedures, agreements or legislation governing the Clearing Operations or such Clearing House; provided that any loans, advances or other outstanding Indebtedness thereunder are repaid within 10 days following the date on which such loan or advance was made or any other such Indebtedness was incurred; (x) any Indebtedness arising as a result of short-term sale and repurchase transactions entered into by a Subsidiary on market terms and in respect of marketable securities held for investment purposes where the applicable Subsidiary enters into back to back, foreign exchange, swap or derivative transaction in the ordinary course of business; provided that the amount of such Indebtedness doesn’t exceed the principal amount of the securities sold; (xi) Indebtedness incurred in connection with the administration of the UK ESOP Program in the ordinary course of business and not outstanding longer than seven days; (xii) Indebtedness of Regulated Subsidiaries or any direct or indirect parent of any such Regulated Subsidiary incurred to satisfy such Regulated Subsidiary’s determination of any requirement imposed at any time or from time to time by any Governmental Authority in an aggregate principal amount not to exceed $325,000,000 at any time outstanding; provided that any such Indebtedness is not outstanding for longer than 30 days; (xiii) Indebtedness consisting of the financing of insurance premiums in the ordinary course of business; (xiv) Indebtedness of any Subsidiary consisting of purchase money Indebtedness and Capital Lease Obligations not to exceed $70,000,000 outstanding at any time; (xv) Indebtedness arising from agreements of any Subsidiary providing for indemnification, adjustment of purchase or acquisition price or similar obligations, in each case, incurred or assumed in connection with any Acquisition or the disposition of any business, assets or a Subsidiary not prohibited by this Agreement; (xvi) Indebtedness supported by a letter of credit, in a principal amount not in excess of the stated amount of such letter of credit; (A) Indebtedness of any Person that is merged or consolidated with and into any Subsidiary or of any Person that otherwise becomes a Subsidiary after the Effective Date; provided that (x) such Indebtedness exists at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary and (y) immediately after giving effect to the consummation of such merger or consolidation or such Person otherwise becoming a Subsidiary, the Borrower would be in compliance on a Pro Forma Basis with the covenant set forth in Section 6.06 as of the most recent test date for which financial statements have been delivered pursuant to paragraph (a) or (b) obligations under of Section 5.01, and (B) extensions, renewals, replacements and refinancings of any Indebtedness outstanding pursuant to this Section 6.01(xvii); provided that, any Indebtedness outstanding pursuant to this subclause (B) shall not exceed the greater of (i) an aggregate principal amount of $200,000,000 at any time outstanding and (ii) 10% of Consolidated EBITDA for the four consecutive fiscal quarter period of the Borrower most-recently ended on or prior to the most recent date any Indebtedness is incurred in reliance on this subclause (B) for which financial statements have been or were required to be delivered pursuant to paragraph (a) or (b) of Section 5.01; and (xviii) Indebtedness arising from repurchase agreements, reverse repurchase agreements, sell buy back and buy sell back agreements, securities lending and borrowing agreements and any other similar agreement or transaction (including Swap Contracts, provided that such obligations are (or wereAgreements) entered into by the Borrower or such Subsidiary in the ordinary course of business for the purpose of directly mitigating risks associated with liabilitiesits clearing, commitments, investments, assetsdepository and settlement operations, or property held matters reasonably related or reasonably anticipated by such Subsidiaryincidental thereto, or changes in the value management of securities issued by such Subsidiary, and not for purposes of speculation or taking a “market view;” (c) Indebtedness secured by Liens permitted by Section 7.01(s), its liabilities; provided that the aggregate outstanding principal amount of such Indebtedness does not outstanding at any time exceed the amount permitted by such Section; (d) Indebtedness existing at the time of acquisition of any new Subsidiary by the Borrower or by a then-existing Subsidiary of the Borrower; provided that such Indebtedness was not incurred in contemplation of, and was in existence prior to, such acquisition and that neither the Borrower nor any other Subsidiary of the Borrower has any liability under such Indebtedness (other than a Subsidiary of any Person so acquired); and (e) Indebtedness of Subsidiaries of the Borrower (excluding Indebtedness otherwise permitted in clauses (a) through (d) of this Section 7.03) which does not exceed the market value of the securities or other assets sold, loaned or borrowed or otherwise subject to such applicable agreement or transaction at any time an aggregate principal amount outstanding equal to fifteen percent (15%) of Consolidated Net Tangible Assetssuch time.

Indebtedness of Subsidiaries. The Borrower shall not permit In the case of any Subsidiary to Subsidiary, create, issue, incur, assume assume, become liable in respect of or suffer to exist any IndebtednessIndebtedness of such Subsidiary, except: (a) Indebtedness owed of such Subsidiary to the Borrower Thermo Electron or any other Subsidiary and Guarantee Obligations of any Subsidiary with respect to another Indebtedness of Thermo Electron or any other Subsidiary; (bi) obligations Indebtedness outstanding on the date hereof and described on Schedule 6.3(b), and additional Indebtedness incurred after the date hereof under Swap Contractsthe revolving credit arrangements described on Schedule 6.3(b) in an aggregate principal amount at any one time outstanding not to exceed the commitments or limits existing with respect thereto on the date hereof and described on such Schedule, provided that such obligations are and (ii) Indebtedness under any replacements, refinancings, refundings, renewals or wereextensions of the Indebtedness described in clause (i) entered into by such Subsidiary in (without increasing the ordinary course of business for principal amount above the purpose of directly mitigating risks associated with liabilities, commitments, investments, assetscommitments or limits, or property held or reasonably anticipated by such Subsidiaryshortening the maturity thereof to a date earlier than the maturity, or changes in the value of securities issued by such Subsidiaryrespectively, and not for purposes of speculation or taking a “market viewthereof described on Schedule 6.3(b));” (c) Indebtedness created hereunder and under the other Loan Documents; (d) Indebtedness (including, without limitation, Capital Lease Obligations) secured by Liens permitted by Section 7.01(s), provided that the 6.4(g) in an aggregate outstanding principal amount of such Indebtedness does not at any one time outstanding not to exceed the amount permitted by such Section; greater of (di) Indebtedness existing at the time $50,000,000 and (ii) 2.5% of acquisition Consolidated Total Assets of any new Subsidiary by the Borrower or by a then-existing Subsidiary Thermo Electron as of the Borrower; provided that such Indebtedness was not incurred in contemplation of, and was in existence prior to, such acquisition and that neither the Borrower nor any other Subsidiary end of the Borrower has any liability under such Indebtedness (other than a Subsidiary immediately prior fiscal quarter of any Person so acquired)Thermo Electron for which financial statements shall have been delivered to the Lenders; and (e) additional Indebtedness of Subsidiaries of the Borrower (excluding Indebtedness otherwise permitted in clauses (a) through (d) of this Section 7.03) which does not exceed at any time an aggregate principal amount at any one time outstanding equal for all Subsidiaries (on a consolidated basis) not to fifteen percent exceed the greater of (15%i) $150,000,000 and (ii) 10% of Consolidated Net Tangible AssetsTotal Assets of Thermo Electron as of the end of the immediately prior fiscal quarter of Thermo Electron for which financial statements shall have been delivered to the Lenders; provided, however, that no Subsidiary shall create, incur, assume, become liable in respect of or suffer to exist any Guarantee Obligation with respect to Indebtedness under the Bridge Credit Agreement or the Syndicated Credit Agreement unless it shall also have guaranteed the Obligations on terms not less favorable to the Lenders.

Indebtedness of Subsidiaries. The Borrower shall Company will not permit any Subsidiary to incur, create, incur, assume or suffer permit to exist any Indebtedness, howsoever evidenced, except: (a) Indebtedness owed to of any Person outstanding at the Borrower or to another Subsidiarytime such Person becomes a Subsidiary (other than as a result of a Division) and not created in contemplation of such event; (b) obligations under Swap Contracts, provided that Indebtedness of any Person outstanding at the time such obligations are (Person is merged or were) entered consolidated with or into by such a Subsidiary in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Subsidiary, or changes in the value of securities issued by such Subsidiary, and not for purposes created in contemplation of speculation or taking a “market viewsuch event;” (c) Indebtedness secured by Liens a Lien permitted by Section 7.01(s), provided that the aggregate outstanding principal amount of such Indebtedness does not at any time exceed the amount permitted by such Section7.02 hereof; (d) Indebtedness existing at owing to the time Company or a Wholly Owned Subsidiary; (e) Refinancing Indebtedness in respect of acquisition of any new Subsidiary Indebtedness permitted by the Borrower clause (a), (b) or by a then-existing Subsidiary of the Borrower; provided that such Indebtedness was not incurred in contemplation of, and was in existence prior to, such acquisition and that neither the Borrower nor any other Subsidiary of the Borrower has any liability under such Indebtedness (c) above (other than, in the case of clause (c), Refinancing Indebtedness in respect of (i) Indebtedness referred to in Section 7.02(j) or (ii) Indebtedness referred to in Section 7.02(h) insofar as such Refinancing Indebtedness would be owed to a Person other than the Company or a Subsidiary of any Person so acquiredWholly Owned Subsidiary); and (ef) Indebtedness of Subsidiaries of the Borrower (excluding Indebtedness not otherwise permitted in by the foregoing clauses (a) through (d) of this Section 7.03in an aggregate outstanding principal amount for all Subsidiaries at no time exceeding (i) which does not exceed during the Covenant Modification Period, 12.5% of Consolidated Net Worth and (ii) after the end of the Covenant Modification Period, 15% of Consolidated Net Worth; provided that the sum of the aggregate principal amount of Indebtedness incurred in accordance withoutstanding under this clause (f) plus the aggregate principal amount of Indebtedness permitted to be secured in accordance withunder Section 7.02(j) at any time an aggregate principal amount outstanding equal to fifteen percent shall not exceed (15%x) during the Covenant Modification Period, 12.5% of Consolidated Net Tangible AssetsWorth and (y) after the end of the Covenant Modification Period, 20% of Consolidated Net Worth. The foregoing is subject to the further limitation that for purposes of this Section, any preferred stock of a Subsidiary held by a Person other than the Company or a Wholly Owned Subsidiary shall be included, at the higher of its voluntary or involuntary liquidation value, in the Indebtedness of such Subsidiary.

Indebtedness of Subsidiaries. The Borrower shall not permit Permit any Subsidiary of the Borrower to create, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness owed to under the Borrower or to another SubsidiaryLoan Documents; (b) obligations under Swap Contracts, provided that such obligations are (or were) entered into by such Subsidiary Guarantees in respect of Indebtedness otherwise permitted hereunder of the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Subsidiary, or changes in the value of securities issued by such Subsidiary, and not for purposes of speculation or taking a “market viewBorrower;” (c) Indebtedness secured owed by Liens any Subsidiary to (i) the Borrower, or (ii) another Subsidiary, provided that if such Subsidiary to whom such Indebtedness is owed is not a Guarantor, then such Indebtedness (other than Indebtedness owed by a Foreign Subsidiary to another Foreign Subsidiary) shall be subordinated to the Obligations pursuant to terms substantially the same as the subordination terms applicable to the Guarantors pursuant to the Guaranty; (d) purchase money Indebtedness or capital lease obligations permitted by Section 7.01(s7.01(h); (e) Guarantees in respect of Senior Notes Indebtedness in an aggregate principal amount of up to $1,000,000,000; (f) unsecured Indebtedness, provided that (i) both before and after such Indebtedness is created, incurred or assumed, no Default or Event of Default shall have occurred and be continuing, and (ii) with respect to such Indebtedness for all Subsidiaries, (A) the aggregate outstanding principal amount of such Indebtedness does taken together shall not exceed $25,000,000 at any time exceed and (B) the amount permitted by such Section; (d) Indebtedness existing at the time of acquisition of any new Subsidiary by the Borrower or by a then-existing Subsidiary of the Borrower; provided that such Indebtedness was not incurred in contemplation of, and was in existence prior to, such acquisition and that neither the Borrower nor any other Subsidiary of the Borrower has any liability obligations under such Indebtedness (other than a Subsidiary shall rank pari passu in priority of any Person so acquired)payment with the Senior Note Indebtedness; and (eg) secured Indebtedness permitted by Section 7.01, provided that (i) both before and after such Indebtedness is created, incurred or assumed, no Default or Event of Subsidiaries of Default shall have occurred and be continuing, and (ii) the Borrower (excluding Indebtedness otherwise permitted in clauses (a) through (d) of this Section 7.03) which does not exceed at any time an aggregate outstanding principal amount outstanding equal to fifteen percent of such Indebtedness for all Subsidiaries taken together is permitted under Section 7.01 (15%) of Consolidated Net Tangible Assetsl).

Indebtedness of Subsidiaries. The Borrower shall Company will not permit any Subsidiary to create, incur, assume or suffer permit to exist any Indebtedness, except: (a) Indebtedness owed to created under the Borrower or to another SubsidiaryLoan Documents; (b) obligations under Swap ContractsIndebtedness existing on the Effective Date and, to the extent in excess of $10,000,000 individually or $25,000,000 in the aggregate, set forth in Schedule 6.01 hereto on the Effective Date and Permitted Refinancing Indebtedness in respect of Indebtedness permitted by this clause (b) and Guarantees of any such Permitted Refinancing Indebtedness; (c) Indebtedness to the Company or any other Subsidiary; (d) Guarantees of Indebtedness (i) of any Foreign Subsidiary by any other Subsidiary and (ii) of any other Person by CB International Finance S.à ▇.▇., or any Subsidiary, provided that Guarantees shall be permitted to be incurred pursuant to this subclause (d) only if at the time such Guarantee is incurred the aggregate principal amount of Indebtedness Guaranteed pursuant to this subclause (d) at such time (including such newly Guaranteed Indebtedness) would not exceed $75,000,000; (e) Indebtedness incurred to finance the acquisition, lease, construction, repair, maintenance, replacement, installation or improvement of any fixed or capital assets, including Finance Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and any Permitted Refinancing Indebtedness in respect of Indebtedness permitted by this clause (e); provided that (i) such Indebtedness (other than Permitted Refinancing Indebtedness permitted above in this clause (e)) is incurred prior to or within two hundred seventy (270) days after such acquisition or lease or the completion of such construction, repair, maintenance, replacement, installation or improvement and (ii) the aggregate principal amount of Indebtedness permitted by this clause (e) shall not exceed $500,000,000 at any time outstanding; (f) Indebtedness in respect of letters of credit (including trade letters of credit), bank guarantees or similar instruments issued or incurred in the ordinary course of business, including in respect of card obligations are or any overdraft and related liabilities arising from treasury, depository and cash management services or any automated clearing house transfers, workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; (or wereg) [reserved]; (h) [reserved]; (i) Indebtedness under Swap Agreements entered into by such Subsidiary in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Subsidiary, or changes in the value of securities issued by such Subsidiary, and not for purposes of speculation or taking a “market viewspeculative purposes;” (cj) Indebtedness secured by Liens permitted in respect of bid, performance, surety, stay, customs, appeal or replevin bonds or performance and completion guarantees and similar obligations issued or incurred in the ordinary course of business, including guarantees or obligations of any Subsidiary with respect to letters of credit, bank guarantees or similar instruments supporting such obligation, in each case, not in connection with Indebtedness for money borrowed; (k) Indebtedness consisting of bona fide purchase price adjustments, earn-outs, indemnification obligations, obligations under deferred compensation or similar arrangements and similar items incurred in connection with acquisitions and asset sales not prohibited by Section 7.01(s)6.10; (l) [reserved]; (m) Cash Management Obligations (as defined in the Senior Credit Agreement) and other Indebtedness in respect of card obligations, netting services, overdraft protections, cash management services and similar arrangements in each case in connection with deposit accounts; (n) Indebtedness consisting of (x) the financing of insurance premiums with the providers of such insurance or their affiliates or (y) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (o) Indebtedness supported by a letter of credit issued under the Senior Credit Agreement in a principal amount not to exceed the face amount of such letter of credit; (p) [reserved]; (q) other Indebtedness; provided that Indebtedness shall be permitted to be incurred pursuant to this clause (q) only if at the time such Indebtedness is incurred the aggregate outstanding principal amount of Indebtedness outstanding pursuant to this clause (q) at such time (including such Indebtedness) would not exceed an aggregate amount of up to 10% of Consolidated Tangible Assets; (r) [reserved]; (s) Indebtedness in respect of judgments, decrees, attachments or awards not constituting an Event of Default under clause (k) of Article 7; (t) Indebtedness of a Person assumed in connection with an acquisition of such Person by the Company or a Subsidiary and not created in contemplation thereof and any Permitted Refinancing Indebtedness in respect of such Indebtedness does in an aggregate principal amount not to exceed $250,000,000 at any time exceed the amount permitted by such Sectionoutstanding pursuant to this clause (t); (du) Indebtedness existing in the form of reimbursements owed to officers, directors, consultants and employees; (v) Indebtedness incurred under industrial revenue bonds or other qualified tax exempt bond financings and Permitted Refinancing Indebtedness in respect thereof in an aggregate principal amount not to exceed $25,000,000 at any time outstanding pursuant to this clause (v); (w) endorsements for collection, deposit or negotiation and warranties of products or services, in each case incurred in the time ordinary course of business; (x) any Indebtedness assumed in connection with the acquisition of any new a Person or on the date that such Person becomes a Subsidiary by the Borrower or by and not created in contemplation of such Person becoming a then-existing Subsidiary of the BorrowerCompany and any Permitted Refinancing Indebtedness in respect of such Indebtedness; provided that such and (y) Indebtedness was under the Senior Credit Agreement in an amount not incurred in contemplation of, and was in existence prior to, such acquisition and that neither the Borrower nor any other Subsidiary to exceed $2,250,000,000. Each category of the Borrower has any liability under such Indebtedness (other than a Subsidiary of any Person so acquired); and (e) Indebtedness of Subsidiaries of under the Borrower (excluding Indebtedness otherwise permitted in clauses Loan Documents which shall at all times be deemed to be outstanding pursuant to clause (a)) through (d) set forth above shall be deemed to be cumulative and for purposes of determining compliance with this Section 7.036.01, in the event that an item of Indebtedness (or any portion thereof) which does not exceed at any time an aggregate principal meets the criteria of more than one of the categories described above, the Company, in its sole discretion, may classify or reclassify (or later divide, classify or reclassify) such item of Indebtedness (or any portion thereof) and shall only be required to include the amount outstanding equal to fifteen percent (15%) and type of Consolidated Net Tangible Assetssuch Indebtedness in one of the above clauses.

Indebtedness of Subsidiaries. The Borrower shall not permit Permit any Subsidiary of the Borrower to create, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness owed to under the Borrower or to another SubsidiaryLoan Documents; (b) obligations under Swap Contracts, provided that such obligations are (or were) entered into by such Subsidiary Guarantees in respect of Indebtedness otherwise permitted hereunder of the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Subsidiary, or changes in the value of securities issued by such Subsidiary, and not for purposes of speculation or taking a “market viewBorrower;” (c) Indebtedness secured owed by Liens any Subsidiary to (i) the Borrower, or (ii) another Subsidiary, provided that if such Subsidiary to whom such Indebtedness is owed is not a Guarantor, then such Indebtedness (other than Indebtedness owed by a Foreign Subsidiary to another Foreign Subsidiary) shall be subordinated to the Obligations pursuant to terms substantially the same as the subordination terms applicable to the Guarantors pursuant to the Guaranty; (d) purchase money Indebtedness permitted by Section 7.01(s7.01(h); (e) Guarantees in respect of the Senior Note Indebtedness in an aggregate principal amount of up to $300,000,000; (f) unsecured Indebtedness, provided that (i) both before and after such Indebtedness is created, incurred or assumed, no Default or Event of Default shall have occurred and be continuing, and (ii) the aggregate outstanding principal amount of such Indebtedness does not at any time exceed the amount permitted by such Section; (d) Indebtedness existing at the time of acquisition of any new Subsidiary by the Borrower or by a then-existing Subsidiary of the Borrower; provided that such Indebtedness was not incurred in contemplation of, and was in existence prior to, such acquisition and that neither the Borrower nor any other Subsidiary of the Borrower has any liability under such Indebtedness (other than a Subsidiary of any Person so acquired); and (e) Indebtedness of for all Subsidiaries of the Borrower (excluding Indebtedness otherwise permitted in clauses (a) through (d) of this Section 7.03) which does taken together shall not exceed at any time an aggregate principal amount outstanding equal to fifteen percent (15%) 10% of Consolidated Net Tangible AssetsWorth; and (g) secured Indebtedness, provided that (i) both before and after such Indebtedness is created, incurred or assumed, no Default or Event of Default shall have occurred and be continuing, and (ii) the aggregate outstanding principal amount of such Indebtedness for all Subsidiaries taken together shall not exceed at any time an amount equal to 5% of Consolidated Net Worth.

Indebtedness of Subsidiaries. The Borrower shall not permit In the case of any Subsidiary to Subsidiary, create, issue, incur, assume assume, become liable in respect of or suffer to exist any IndebtednessIndebtedness of such Subsidiary, except: (a) Indebtedness owed of such Subsidiary to the Borrower or any other Subsidiary and Guarantee Obligations of any Subsidiary with respect to another Indebtedness of the Borrower or any other Subsidiary; (bi) obligations Indebtedness outstanding on the date hereof and described on Schedule 6.3(b), and additional Indebtedness incurred after the date hereof under Swap Contractsthe revolving credit arrangements described on Schedule 6.3(b) in an aggregate principal amount at any one time outstanding not to exceed the commitments or limits existing with respect thereto on the date hereof and described on such Schedule, provided that such obligations are and (ii) Indebtedness under any replacements, refinancings, refundings, renewals or wereextensions of the Indebtedness described in clause (i) entered into by such Subsidiary in (without increasing the ordinary course of business for principal amount above the purpose of directly mitigating risks associated with liabilities, commitments, investments, assetscommitments or limits, or property held or reasonably anticipated by such Subsidiaryshortening the maturity thereof to a date earlier than the maturity, or changes in the value of securities issued by such Subsidiaryrespectively, and not for purposes of speculation or taking a “market viewthereof described on Schedule 6.3(b));” (c) Indebtedness (including, without limitation, Capital Lease Obligations) secured by Liens permitted by Section 7.01(s), provided that the 6.4(g) in an aggregate outstanding principal amount of such Indebtedness does not at any one time outstanding not to exceed the amount permitted by such Section;greater of (i) $50,000,000 and (ii) 2.5% of Consolidated Total Assets of the Borrower as of the end of the immediately prior fiscal quarter of the Borrower for which financial statements shall have been delivered to the Lenders; and (d) additional Indebtedness existing at the time of acquisition of any new Subsidiary by the Borrower or by a then-existing Subsidiary of the Borrower; provided that such Indebtedness was not incurred in contemplation of, and was in existence prior to, such acquisition and that neither the Borrower nor any other Subsidiary of the Borrower has any liability under such Indebtedness (other than a Subsidiary of any Person so acquired); and (e) Indebtedness of Subsidiaries of the Borrower (excluding Indebtedness otherwise permitted in clauses (a) through (d) of this Section 7.03) which does not exceed at any time an aggregate principal amount at any one time outstanding equal for all Subsidiaries (on a consolidated basis) not to fifteen percent exceed the greater of (15%i) $150,000,000 and (ii) 10% of Consolidated Net Tangible AssetsTotal Assets of the Borrower as of the end of the immediately prior fiscal quarter of the Borrower for which financial statements shall have been delivered to the Lenders.

Indebtedness of Subsidiaries. The Borrower shall not permit Permit any Subsidiary of SXL Operations to create, incur, incur or assume or suffer to exist any Indebtedness, Indebtedness except: (a) (i) Indebtedness of Subsidiaries (other than the Borrower) owed to SXL Operations, the MLP or a Wholly-Owned Subsidiary of SXL Operations; and (ii) Indebtedness of the Borrower or owed to another Subsidiary;SXL Operations provided that such Indebtedness is subordinated to the full payment of the Obligations pursuant to an agreement in form and substance satisfactory to the Administrative Agent. (b) obligations Indebtedness of the Borrower owed under Swap Contracts, provided that such obligations are (or were) entered into by such Subsidiary in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Subsidiary, or changes in the value of securities issued by such Subsidiary, and not for purposes of speculation or taking a “market viewthis Agreement;” (c) Indebtedness secured by Liens permitted by Section 7.01(s), provided that of Subsidiaries (other than the aggregate outstanding principal amount of such Indebtedness does not at any time exceed the amount permitted by such Section; (dBorrower) Indebtedness existing at the time of acquisition of any new Subsidiary by the Borrower SXL Operations or by a then-existing Subsidiary of SXL Operations (other than the Borrower) and any renewals, extension and modifications (but not increases) thereof (which, for the avoidance of doubt, shall include and renewal, extension or modification which occurs substantially concurrently with such acquisition); provided that such Indebtedness was not incurred in contemplation of, and was in existence prior to, such acquisition and that neither the Borrower SXL Operations nor any other Subsidiary of the Borrower SXL Operations has any liability under such Indebtedness (other than a Subsidiary of any Person so acquired)Indebtedness; and (ed) additional Indebtedness of Subsidiaries (other than the Borrower), provided that, (i) both before and after such Indebtedness is created, incurred or assumed, no Default or Event of Default shall exist, and (ii) the Borrower (excluding aggregate outstanding principal amount of such Indebtedness otherwise permitted in clauses (a) through (d) of this Section 7.03) which does shall not exceed at any time an aggregate principal amount outstanding equal to fifteen percent (15%) of 0.75 times Consolidated Net Tangible AssetsEBITDA for the most recent four fiscal quarters.

Indebtedness of Subsidiaries. The Borrower shall will not permit any Subsidiary to create, incur, assume or suffer permit to exist any Indebtedness, exceptFunded Indebtedness other than: (i) Indebtedness of any Subsidiary to the Borrower or any other Subsidiary; (ii) Guarantees by any Subsidiary of Indebtedness of any other Subsidiary; provided that the Indebtedness so Guaranteed is otherwise permitted by this Section 6.01; (iii) other Indebtedness of the Subsidiaries in an aggregate principal amount not exceeding the greater of (x) $300,000,000 at any time outstanding and (y) 25% of Consolidated EBITDA for the four consecutive fiscal quarter period of the Borrower most-recently ended on or prior to the most recent date any Indebtedness is incurred in reliance on this clause (iii) for which financial statements have been or were required to be delivered pursuant to paragraph (a) or (b) of Section 5.01; (iv) Indebtedness owed to any Person (including obligations in respect of letters of credit for the Borrower benefit of such Person) providing workers’ compensation, health, disability or other employee benefits or property, casualty or liability insurance, pursuant to another reimbursement or indemnification obligations to such Person, in each case incurred in the ordinary course of business; (v) Indebtedness of any Subsidiary in respect of performance bonds, bid bonds, appeal bonds, surety bonds, performance and completion guarantees and similar obligations (other than in respect of other Indebtedness for borrowed money), in each case provided in the ordinary course of business; (vi) Indebtedness of a Subsidiary in respect of non-speculative Swap Agreements relating to the business or operations of such Subsidiary; (bvii) obligations Indebtedness arising from the honoring by a bank or financial institution of a check or similar instrument drawn against insufficient funds in the ordinary course of business, so long as such Indebtedness is repaid within five Business Days; (viii) Indebtedness in respect of letters of credit, guarantees, counter-indemnities and short term facilities incurred by any Subsidiary engaged in Clearing Operations in connection with the ordinary clearing, depository and settlement procedures (including, without limitation, any letter of credit or guarantees provided to any central securities depositories or external custodians) relating thereto; provided that any advances thereunder are repaid within 10 days following the date of such advance or any drawing under Swap Contractsany letter of credit or guarantee; (ix) any Indebtedness of any Clearing House incurred in connection with arrangements related to any Clearing Operations where such Indebtedness arises under the rules, normal procedures, agreements or legislation governing the Clearing Operations or such Clearing House; provided that any loans, advances or other outstanding Indebtedness thereunder are repaid within 10 days following the date on which such loan or advance was made or any other such Indebtedness was incurred; (x) any Indebtedness arising as a result of short-term sale and repurchase transactions entered into by a Subsidiary on market terms and in respect of marketable securities held for investment purposes where the applicable Subsidiary enters into back to back, foreign exchange, swap or derivative transaction in the ordinary course of business; provided that the amount of such Indebtedness doesn’t exceed the principal amount of the securities sold; (xi) Indebtedness incurred in connection with the administration of the UK ESOP Program in the ordinary course of business and not outstanding longer than seven days; (xii) Indebtedness of Regulated Subsidiaries or any direct or indirect parent of any such Regulated Subsidiary incurred to satisfy such Regulated Subsidiary’s determination of any requirement imposed at any time or from time to time by any Governmental Authority in an aggregate principal amount not to exceed $250,000,000 at any time outstanding; provided that any such Indebtedness is not outstanding for longer than 30 days; (xiii) Indebtedness consisting of the financing of insurance premiums in the ordinary course of business. (xiv) Indebtedness of any Subsidiary incurred on behalf of its customers in its market technology business consisting of purchase money Indebtedness and Capital Lease Obligations not to exceed $50,000,000 outstanding at any time in respect of back-to-back lease arrangements; (xv) Indebtedness arising from agreements of any Subsidiary providing for indemnification, adjustment of purchase or acquisition price or similar obligations, in each case, incurred or assumed in connection with any Acquisition or the disposition of any business, assets or a Subsidiary not prohibited by this Agreement; (xvi) Indebtedness supported by a letter of credit issued under the Borrower’s Existing Revolving Credit Agreement; (xvii) Indebtedness of any Person that is merged or consolidated with and into any Subsidiary or of any Person that otherwise becomes a Subsidiary after the Closing Date; provided that such obligations are Indebtedness exists at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary, and extensions, renewals and replacements of any such Indebtedness so long as the principal amount of such extensions, renewals and replacements does not exceed the principal amount of the Indebtedness being extended, renewed or replaced (plus any accrued but unpaid interest and redemption premium payable by the terms of such Indebtedness thereon); provided that (i) the Borrower would be in compliance on a Pro Forma Basis with the covenant set forth in Section 6.09 as of the most recent test date for which financial statements have been delivered pursuant to paragraph (a) or were(b) of Section 5.01 and (ii) the aggregate principal amount of Indebtedness permitted by this clause (xvii) shall not exceed $100,000,000 at any time outstanding; and (xviii) Indebtedness arising from repurchase agreements, reverse repurchase agreements, sell buy back and buy sell back agreements, securities lending and borrowing agreements and any other similar agreement or transaction (including Swap Agreements) entered into by the Borrower or such Subsidiary in the ordinary course of business for the purpose of directly mitigating risks associated with liabilitiesits clearing, commitments, investments, assetsdepository and settlement operations, or property held matters reasonably related or reasonably anticipated by such Subsidiaryincidental thereto, or changes in the value management of securities issued by such Subsidiary, and not for purposes of speculation or taking a “market view;” (c) Indebtedness secured by Liens permitted by Section 7.01(s), its liabilities; provided that the aggregate outstanding principal amount of such Indebtedness does not outstanding at any time exceed the amount permitted by such Section; (d) Indebtedness existing at the time of acquisition of any new Subsidiary by the Borrower or by a then-existing Subsidiary of the Borrower; provided that such Indebtedness was not incurred in contemplation of, and was in existence prior to, such acquisition and that neither the Borrower nor any other Subsidiary of the Borrower has any liability under such Indebtedness (other than a Subsidiary of any Person so acquired); and (e) Indebtedness of Subsidiaries of the Borrower (excluding Indebtedness otherwise permitted in clauses (a) through (d) of this Section 7.03) which does not exceed the market value of the securities or other assets sold, loaned or borrowed or otherwise subject to such applicable agreement or transaction at any time an aggregate principal amount outstanding equal to fifteen percent (15%) of Consolidated Net Tangible Assetssuch time.

Indebtedness of Subsidiaries. The Borrower shall not permit Permit any Subsidiary of the Borrower to create, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness owed to under the Borrower or to another SubsidiaryLoan Documents; (b) obligations under Swap Contracts, provided that such obligations are (or were) entered into by such Subsidiary Guarantees in respect of Indebtedness otherwise permitted hereunder of the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Subsidiary, or changes in the value of securities issued by such Subsidiary, and not for purposes of speculation or taking a “market viewBorrower;” (c) Indebtedness secured owed by Liens any Subsidiary to (i) the Borrower, or (ii) another Subsidiary, provided that if such Subsidiary to whom such Indebtedness is owed is not a Guarantor, then such Indebtedness (other than Indebtedness owed by a Foreign Subsidiary to another Foreign Subsidiary) shall be subordinated to the Obligations pursuant to terms substantially the same as the subordination terms applicable to the Guarantors pursuant to the Guaranty; (d) purchase money Indebtedness permitted by Section 7.01(s7.01(h); and (e) unsecured Indebtedness, provided that (i) both before and after such Indebtedness is created, incurred or assumed, no Default or Event of Default shall have occurred and be continuing, and (ii) the aggregate outstanding principal amount of such Indebtedness does not at any time exceed the amount permitted by such Section; (d) Indebtedness existing at the time of acquisition of any new Subsidiary by the Borrower or by a then-existing Subsidiary of the Borrower; provided that such Indebtedness was not incurred in contemplation of, and was in existence prior to, such acquisition and that neither the Borrower nor any other Subsidiary of the Borrower has any liability under such Indebtedness (other than a Subsidiary of any Person so acquired); and (e) Indebtedness of for all Subsidiaries of the Borrower (excluding Indebtedness otherwise permitted in clauses (a) through (d) of this Section 7.03) which does taken together shall not exceed at any time an aggregate principal amount outstanding equal to fifteen percent (15%) 10% of Consolidated Net Tangible AssetsWorth. (f) secured Indebtedness, provided that (i) both before and after such Indebtedness is created, incurred or assumed, no Default or Event of Default shall have occurred and be continuing, and (ii) the aggregate outstanding principal amount of such Indebtedness for all Subsidiaries taken together shall not exceed at any time an amount equal to 5% of Consolidated Net Worth.

Indebtedness of Subsidiaries. The Borrower shall will not permit any Subsidiary to create, incur, assume or suffer permit to exist any Indebtedness, exceptFunded Indebtedness other than: (ai) Indebtedness of any Subsidiary to the Borrower or any other Subsidiary; (ii) Guarantees by any Subsidiary of Indebtedness of any other Subsidiary, provided that the Indebtedness so Guaranteed is otherwise permitted by this Section 6.01; (iii) other Indebtedness of the Subsidiaries in an aggregate principal amount not exceeding $250,000,000 at any time outstanding; (iv) Indebtedness owed to any Person (including obligations in respect of letters of credit for the Borrower benefit of such Person) providing workers’ compensation, health, disability or other employee benefits or property, casualty or liability insurance, pursuant to another reimbursement or indemnification obligations to such Person, in each case incurred in the ordinary course of business; (v) Indebtedness of any Subsidiary in respect of performance bonds, bid bonds, appeal bonds, surety bonds, performance and completion guarantees and similar obligations (other than in respect of other Indebtedness for borrowed money), in each case provided in the ordinary course of business; (vi) Indebtedness of a Subsidiary in respect of non-speculative Swap Agreements relating to the business or operations of such Subsidiary; (bvii) obligations Indebtedness arising from the honoring by a bank or financial institution of a check or similar instrument drawn against insufficient funds in the ordinary course of business, so long as such Indebtedness is repaid within five Business Days; (viii) Indebtedness in respect of letters of credit, guarantees, counter-indemnities and short term facilities incurred by any Subsidiary engaged in Exchange and Clearing Operations in connection with the ordinary clearing, depository and settlement procedures (including, without limitation, any letter of credit or guarantees provided to any central securities depositories or external custodians) relating thereto; provided that any advances thereunder are repaid within 10 days following the date of such advance or any drawing under Swap Contractsany letter of credit or guarantee; (ix) any Indebtedness arising under arrangements in connection with the participation in or through any clearing system or investment, commodities or stock exchange where the Indebtedness arises under the rules, normal procedures, agreements or legislation governing trading on or through such system or exchange; provided that any advances thereunder are repaid within 10 days following the date of such advance or any drawing under any letter of credit or guarantee; (x) any Indebtedness arising as a result of short-term sale and repurchase transactions entered into by a Subsidiary on market terms and in respect of marketable securities held for investment purposes where the applicable Subsidiary enters into back to back, foreign exchange, swap or derivative transaction in the ordinary course of business, provided that the amount of such obligations are Indebtedness doesn’t exceed the principal amount of the securities sold; (or werexi) entered into by such Subsidiary Indebtedness incurred in connection with the administration of the UK ESOP Program in the ordinary course of business and not outstanding longer than seven days; (xii) Indebtedness of Regulated Subsidiaries or any direct or indirect parent of any such Regulated Subsidiary incurred to satisfy such Regulated Subsidiary’s determination of any requirement imposed at any time or from time to time by any Governmental Authority in an aggregate principal amount not to exceed $100,000,000 at any time outstanding; provided that any such Indebtedness is not outstanding for longer than 45 days; (xiii) Indebtedness consisting of the purpose financing of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Subsidiary, or changes insurance premiums in the value ordinary course of securities issued business. (xiv) Indebtedness of the OMX Group incurred on behalf of its customers in its market technology business consisting of purchase money Indebtedness and Capital Lease Obligations not to exceed $50,000,000 outstanding at any time in respect of back-to-back lease arrangements; (xv) Indebtedness arising from agreements of any Subsidiary providing for indemnification, adjustment of purchase or acquisition price or similar obligations, in each case, incurred or assumed in connection with any Acquisition or the disposition of any business, assets or a Subsidiary not prohibited by this Agreement; (xvi) Indebtedness supported by a Letter of Credit, in a principal amount not in excess of the stated amount of such Letter of Credit; and (xvii) Indebtedness of any Person that is merged or consolidated with and into any Subsidiary or of any Person that otherwise becomes a Subsidiary after the Closing Date, provided that such Indebtedness exists at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary, and extensions, renewals and replacements of any such Indebtedness so long as the principal amount of such extensions, renewals and replacements does not for purposes exceed the principal amount of speculation the Indebtedness being extended, renewed or taking a “market view;” replaced (c) plus any accrued but unpaid interest and redemption premium payable by the terms of such Indebtedness secured by Liens permitted by Section 7.01(sthereon), provided that (i) the Borrower would be in compliance on a Pro Forma Basis with the covenants set forth in Section 6.08 and Section 6.09 as of the most recent test date for which financial statements have been delivered pursuant to paragraph (a) or (b) of Section 5.01, (ii) the aggregate outstanding principal amount of such Indebtedness does permitted by this clause (xvii) shall not exceed $75,000,000 at any time exceed the amount outstanding and (iii) any such Indebtedness permitted by this clause (xvii) is not outstanding for longer than 180 days after such Section; (d) Indebtedness existing at the time of acquisition of any new Subsidiary by the Borrower merger or by a then-existing Subsidiary of the Borrower; provided that such Indebtedness was not incurred in contemplation of, and was in existence prior to, such acquisition and that neither the Borrower nor any other Subsidiary of the Borrower has any liability under such Indebtedness (other than a Subsidiary of any Person so acquired); and (e) Indebtedness of Subsidiaries of the Borrower (excluding Indebtedness otherwise permitted in clauses (a) through (d) of this Section 7.03) which does not exceed at any time an aggregate principal amount outstanding equal to fifteen percent (15%) of Consolidated Net Tangible Assetsconsolidation.

Indebtedness of Subsidiaries. The Borrower shall Company will not permit any Subsidiary to create, incur, assume or suffer permit to exist any Indebtedness, except: (a) Indebtedness owed to created under the Borrower or to another SubsidiaryLoan Documents; (b) Indebtedness existing on the Effective Date and, to the extent in excess of $10,000,000 individually or $25,000,000 in the aggregate, set forth in Schedule 6.01 and Permitted Refinancing Indebtedness in respect of Indebtedness permitted by this clause (b) and Guarantees of any such Permitted Refinancing Indebtedness; (c) Indebtedness to the Company or any other Subsidiary; (d) Guarantees of Indebtedness (i) of any Foreign Subsidiary by any other Subsidiary and (ii) of any other Person by the Borrower or any Subsidiary; provided that Guarantees shall be permitted to be incurred pursuant to this subclause (ii) only if at the time such Guarantee is incurred the aggregate principal amount of Indebtedness Guaranteed pursuant to this subclause (ii) at such time (including such newly Guaranteed Indebtedness) would not exceed $75,000,000; (e) Indebtedness incurred to finance the acquisition, lease, construction, repair, maintenance, replacement, installation or improvement of any fixed or capital assets, including Finance Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and any Permitted Refinancing Indebtedness in respect of Indebtedness permitted by this clause (e); provided that (i) such Indebtedness (other than Permitted Refinancing Indebtedness permitted above in this clause (e)) is incurred prior to or within two hundred seventy (270) days after such acquisition or lease or the completion of such construction, repair, maintenance, replacement, installation or improvement and (ii) the aggregate principal amount of Indebtedness permitted by this clause (e) shall not exceed $500,000,000 at any time outstanding; (f) Indebtedness in respect of letters of credit (including trade letters of credit), bank guarantees or similar instruments issued or incurred in the ordinary course of business, including in respect of card obligations under Swap Contractsor any overdraft and related liabilities arising from treasury, depository and cash management services or any automated clearing house transfers, workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; (g) Attributable Receivables Indebtedness incurred pursuant to Permitted Receivables Facilities, not to exceed $600,000,000; (h) Indebtedness of Foreign Subsidiaries, provided that Indebtedness shall be permitted to be incurred pursuant to this clause (h) only if at the time such obligations are Indebtedness is incurred the aggregate principal amount of Indebtedness outstanding pursuant to this clause (h) at such time (including such Indebtedness) would not exceed $500,000,000 (or werethe Spot Rate equivalent thereof at the time of incurrence of such Indebtedness in such other currency as reasonably determined by the Company); (i) Indebtedness under Swap Agreements entered into by such Subsidiary in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Subsidiary, or changes in the value of securities issued by such Subsidiary, and not for purposes of speculation or taking a “market viewspeculative purposes;” (cj) Indebtedness secured in respect of bid, performance, surety, stay, customs, appeal or replevin bonds or performance and completion guarantees and similar obligations issued or incurred in the ordinary course of business, including guarantees or obligations of any Subsidiary with respect to letters of credit, bank guarantees or similar instruments supporting such obligation, in each case, not in connection with Indebtedness for money borrowed; (k) Indebtedness consisting of bona fide purchase price adjustments, earn-outs, indemnification obligations, obligations under deferred compensation or similar arrangements and similar items incurred in connection with acquisitions and asset sales not prohibited by Liens permitted ‎Section 6.10; (l) [Reserved]; (m) Indebtedness in respect of card obligations, netting services, overdraft protections, cash management services and similar arrangements in each case in connection with deposit accounts; (n) Indebtedness consisting of (x) the financing of insurance premiums with the providers of such insurance or their affiliates or (y) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (o) Indebtedness supported by Section 7.01(s)a letter of credit under the Senior Credit Agreement, in a principal amount not to exceed the face amount of such letter of credit; (p) [Reserved]; (q) other Indebtedness; provided that Indebtedness shall be permitted to be incurred pursuant to this clause (q) only if at the time such Indebtedness is incurred the aggregate outstanding principal amount of Indebtedness outstanding pursuant to this clause (q) at such time (including such Indebtedness) would not exceed $250,000,000; (r) Indebtedness in the form of Guarantees of Indebtedness of joint ventures; provided that Indebtedness shall be permitted to be incurred pursuant to this clause (r) only if at the time such Indebtedness does is incurred the aggregate principal amount of Indebtedness outstanding pursuant to this clause (r) at such time (including such Indebtedness) would not exceed $300,000,000 (or, if on a Pro Forma Basis for such Guarantee, the Consolidated Net Leverage Ratio is less than or equal to 2.50 to 1.0 as of the last day of the most recent fiscal quarter for which financial statements have been delivered pursuant to ‎Section 5.01(a) or ‎(b), $400,000,000); (s) Indebtedness in respect of judgments, decrees, attachments or awards not constituting an Event of Default under clause ‎(k) of ‎Article 7; (t) Indebtedness of a Person assumed in connection with an acquisition of such Person by the Company or a Subsidiary and not created in contemplation thereof and any Permitted Refinancing Indebtedness in respect of such Indebtedness in an aggregate principal amount not to exceed $250,000,000 at any time exceed the amount permitted by such Sectionoutstanding pursuant to this clause (t); (du) Indebtedness existing in the form of reimbursements owed to officers, directors, consultants and employees; (v) Indebtedness incurred under industrial revenue bonds or other qualified tax exempt bond financings and Permitted Refinancing Indebtedness in respect thereof in an aggregate principal amount not to exceed $25,000,000 at any time outstanding pursuant to this clause (v); (w) Indebtedness under the time Senior Credit Agreement in an amount not to exceed $2,000,000,000; (x) endorsements for collection, deposit or negotiation and warranties of products or services, in each case incurred in the ordinary course of business; and (y) Indebtedness of the Target assumed in connection with the acquisition of any new Subsidiary by such Person, outstanding as of the Borrower date of the Commitment Letter and not created in contemplation of the Investment or by of such Person becoming a then-existing Subsidiary of the Borrower; provided that Company and any Permitted Refinancing Indebtedness in respect of such Indebtedness was not incurred in contemplation of, and was in existence prior to, such acquisition and that neither the Borrower nor any other Subsidiary Indebtedness. Each category of the Borrower has any liability under such Indebtedness (other than a Subsidiary of any Person so acquired); and (e) Indebtedness of Subsidiaries of under the Borrower (excluding Indebtedness otherwise permitted in clauses Loan Documents which shall at all times be deemed to be outstanding pursuant to clause (a)) through set forth above shall be deemed to be cumulative and for purposes of determining compliance with this ‎Section 6.01, in the event that an item of Indebtedness (dor any portion thereof) of this Section 7.03) which does not exceed at any time an aggregate principal meets the criteria of more than one of the categories described above, the Company, in its sole discretion, may classify or reclassify (or later divide, classify or reclassify) such item of Indebtedness (or any portion thereof) and shall only be required to include the amount outstanding equal to fifteen percent (15%) and type of Consolidated Net Tangible Assetssuch Indebtedness in one of the above clauses.

Indebtedness of Subsidiaries. The Borrower shall not permit Permit any Subsidiary of its Subsidiaries to create, incur, assume or suffer to exist exist, any Indebtedness, Indebtedness except: (ai) Indebtedness owed to the Borrower or to another Subsidiary; (b) obligations under Swap Contracts, provided that such obligations are (or were) entered into by such Subsidiary incurred in the ordinary course of business for and consistent with the purpose past practices of directly mitigating risks associated the Borrower's Subsidiaries; (ii) Existing Indebtedness, including any extension, renewal, refinancing or replacement thereof; (iii) Project Financing; (iv) Indebtedness of any Person that becomes a Subsidiary after the date hereof; provided that such Indebtedness exists at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with liabilitiessuch Person becoming a Subsidiary; (v) Indebtedness referred to in clauses (v) and (vi) of Section 5.02(a)(x) and secured by Liens permitted thereby; (vi) Indebtedness of the Filing Entities incurred pursuant to the DIP Facility; (vii) During such time as the Obligations of the Loan Parties under the Loan Documents are guaranteed by the Subsidiary Guarantors, commitments, investments, assets, or property held or reasonably anticipated guarantees of Obligations of the Borrower by such Subsidiary, or changes in Subsidiary Guarantors under the value of securities issued by such Subsidiary, and not for purposes of speculation or taking a “market viewNotes Agreements;” (cviii) Indebtedness under the Loan Documents; (ix) Indebtedness under Securitization Transactions; (x) Indebtedness of Subsidiary Guarantors so long as such Subsidiary remains a Subsidiary Guarantor for so long as such Indebtedness is outstanding or such Indebtedness is otherwise permitted by this Section 5.02(b); (xi) From and after the Collateral Release Date, additional Indebtedness, provided that at the time of the creation, incurrence or assumption of such Indebtedness, the aggregate principal amount thereof taken together with the aggregate principal amount of outstanding Indebtedness incurred in reliance on this clause (xi) and the aggregate principal amount of outstanding Indebtedness secured by Liens permitted by under clause (v) of Section 7.01(s5.02(a)(y), provided that shall not exceed 15% of Consolidated Net Worth, as reflected in the aggregate outstanding principal amount of such Indebtedness does not at any time exceed the amount permitted by such Sectionmost recent financial statements delivered pursuant to Section 5.01(d)(i) and (ii); (dxii) Indebtedness existing at the time of acquisition of any new Subsidiary Subsidiaries that are special-purpose business trusts under trust preferred securities that are guaranteed by the Borrower or by a then-existing Subsidiary of the Borrower; provided that such Indebtedness was not incurred in contemplation of, and was in existence prior to, such acquisition and that neither the Borrower nor any other Subsidiary of the Borrower has any liability under such Indebtedness (other than a Subsidiary of any Person so acquired); and (exiii) Indebtedness of Subsidiaries of under the Borrower (excluding Indebtedness otherwise permitted in clauses (a) through (d) of this Section 7.03) which does not exceed at any time an aggregate principal amount outstanding equal to fifteen percent (15%) of Consolidated Net Tangible AssetsMaster LC Facility Agreement.

Indebtedness of Subsidiaries. The Borrower shall not permit Permit any Subsidiary of SXL Operations to create, incur, incur or assume or suffer to exist any Indebtedness, Indebtedness except: (a) (i) Indebtedness of Subsidiaries (other than the Borrower) owed to SXL Operations, the MLP or a Subsidiary of SXL Operations; and (ii) Indebtedness of the Borrower or owed to another SubsidiarySXL Operations provided that such Indebtedness is subordinated to the full payment of the Obligations pursuant to an agreement in form and substance satisfactory to the Administrative Agent; (b) obligations Indebtedness of the Borrower owed under Swap Contracts, provided that such obligations are (or were) entered into by such Subsidiary in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Subsidiary, or changes in the value of securities issued by such Subsidiary, and not for purposes of speculation or taking a “market viewthis Agreement;” (c) Indebtedness secured by Liens permitted by Section 7.01(s), provided that of Subsidiaries (other than the aggregate outstanding principal amount of such Indebtedness does not at any time exceed the amount permitted by such Section; (dBorrower) Indebtedness existing at the time of acquisition of any new Subsidiary by the Borrower SXL Operations or by a then-existing Subsidiary of SXL Operations (other than the Borrower) and any renewals, extension and modifications (but not increases) thereof (which, for the avoidance of doubt, shall include and renewal, extension or modification which occurs substantially concurrently with such acquisition); provided that such Indebtedness was not incurred in contemplation of, and was in existence prior to, such acquisition and that neither the Borrower SXL Operations nor any other Subsidiary of the Borrower SXL Operations has any liability under such Indebtedness (other than a Subsidiary of any Person so acquired)Indebtedness; and (ed) additional Indebtedness of Subsidiaries (other than the Borrower), provided that, (i) both before and after such Indebtedness is created, incurred or assumed, no Default or Event of Default shall exist, and (ii) the Borrower (excluding aggregate outstanding principal amount of such Indebtedness otherwise permitted in clauses (a) through (d) of this Section 7.03) which does shall not exceed at any time an aggregate principal amount outstanding equal to fifteen percent (15%) of 0.75 times Consolidated Net Tangible AssetsEBITDA for the most recent four fiscal quarters.

Indebtedness of Subsidiaries. The Borrower shall Company will not permit any Subsidiary that is not a Guarantor to create, incur, assume or suffer permit to exist any Indebtedness, except: (a) Indebtedness owed to created under the Borrower or to another SubsidiaryLoan Documents; (b) obligations under Swap ContractsIndebtedness existing on the Sixth Restatement Effective Date and, to the extent in excess of $10,000,000 individually or $25,000,000 in the aggregate, set forth in Schedule 6.01 hereto on the Sixth Restatement Effective Date and Permitted Refinancing Indebtedness in respect of Indebtedness permitted by this clause (b ) and Guarantees of any such Permitted Refinancing Indebtedness; (c) Indebtedness to the Company or any other Subsidiary; (d) Guarantees of Indebtedness (i) of any Foreign Subsidiary by any other Subsidiary and (ii) of any other Person by a Borrower or any Subsidiary, provided that Guarantees shall be permitted to be incurred pursuant to this subclause (ii) only if at the time such Guarantee is incurred the aggregate principal amount of Indebtedness Guaranteed pursuant to this subclause (ii) at such time (including such newly Guaranteed Indebtedness) would not exceed $75,000,000; (e) Indebtedness incurred to finance the acquisition, lease, construction, repair, maintenance, replacement, installation or improvement of any fixed or capital assets, including Capital Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and any Permitted Refinancing Indebtedness in respect of Indebtedness permitted by this clause (e); provided that (i) such Indebtedness (other than Permitted Refinancing Indebtedness permitted above in this clause (e)) is incurred prior to or within two hundred seventy (270) days after such acquisition or lease or the completion of such construction, repair, maintenance, replacement, installation or improvement and (ii) the aggregate principal amount of Indebtedness permitted by this clause (e) shall not exceed $500,000,000 at any time outstanding; (f) Indebtedness in respect of letters of credit (including trade letters of credit), bank guarantees or similar instruments issued or incurred in the ordinary course of business, including in respect of card obligations are or any overdraft and related liabilities arising from treasury, depository and cash management services or any automated clearing house transfers, workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; (g) Attributable Receivables Indebtedness incurred pursuant to Permitted Receivables Facilities, not to exceed $600,000,000; (h) Indebtedness of Foreign Subsidiaries, provided that Indebtedness shall be permitted to be incurred pursuant to this clause (h) only if at the time such Indebtedness is incurred the aggregate principal amount of Indebtedness outstanding pursuant to this clause (h) at such time (including such Indebtedness) would not exceed $1,000,000,000 (or werethe spot rate equivalent thereof at the time of incurrence of such Indebtedness in such other currency as reasonably determined by the Company); (i) Indebtedness under Swap Agreements entered into by such Subsidiary in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Subsidiary, or changes in the value of securities issued by such Subsidiary, and not for purposes of speculation or taking a “market viewspeculative purposes;” (cj) Indebtedness secured by Liens permitted in respect of bid, performance, surety, stay, customs, appeal or replevin bonds or performance and completion guarantees and similar obligations issued or incurred in the ordinary course of business, including guarantees or obligations of any Subsidiary with respect to letters of credit, bank guarantees or similar instruments supporting such obligation, in each case, not in connection with Indebtedness for money borrowed; (k) Indebtedness consisting of bona fide purchase price adjustments, earn-outs, indemnification obligations, obligations under deferred compensation or similar arrangements and similar items incurred in connection with acquisitions and asset sales not prohibited by Section 7.01(s)6.10; (l) [Reserved]; (m) Cash Management Obligations and other Indebtedness in respect of card obligations, netting services, overdraft protections, cash management services and similar arrangements in each case in connection with deposit accounts; (n) Indebtedness consisting of (x) the financing of insurance premiums with the providers of such insurance or their affiliates or (y) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (o) Indebtedness supported by a Letter of Credit, in a principal amount not to exceed the face amount of such Letter of Credit; (p) [Reserved]; (q) other Indebtedness; provided that Indebtedness shall be permitted to be incurred pursuant to this clause (q) only if at the time such Indebtedness is incurred the aggregate outstanding principal amount of Indebtedness outstanding pursuant to this clause (q) at such time (including such Indebtedness) would not exceed $250,000,000; (r) Indebtedness in the form of Guarantees of Indebtedness of joint ventures; provided that Indebtedness shall be permitted to be incurred pursuant to this clause (r) only if at the time such Indebtedness does is incurred the aggregate principal amount of Indebtedness outstanding pursuant to this clause (r) at such time (including such Indebtedness) would not exceed $300,000,000 (or, if on a Pro Forma Basis for such Guarantee, the Consolidated Net Leverage Ratio is less than or equal to 2.50 to 1.0 as of the last day of the most recent fiscal quarter for which financial statements have been delivered pursuant to Section 5.01(a) or (b), $400,000,000); (s) Indebtedness in respect of judgments, decrees, attachments or awards not constituting an Event of Default under clause (k) of Article VII; (t) Indebtedness of a Person assumed in connection with a an acquisition of such Person by the Company or a Subsidiary and not created in contemplation thereof and any Permitted Refinancing Indebtedness in respect of such Indebtedness in an aggregate principal amount not to exceed $250,000,000 at any time exceed the amount permitted by such Sectionoutstanding pursuant to this clause (t); (du) Indebtedness existing in the form of reimbursements owed to officers, directors, consultants and employees; (v) Indebtedness incurred under industrial revenue bonds or other qualified tax exempt bond financings and Permitted Refinancing Indebtedness in respect thereof in an aggregate principal amount not to exceed $25,000,000 at the any time of acquisition of any new Subsidiary by the Borrower or by a then-existing Subsidiary of the Borrower; provided that such Indebtedness was not incurred in contemplation of, and was in existence prior to, such acquisition and that neither the Borrower nor any other Subsidiary of the Borrower has any liability under such Indebtedness outstanding pursuant to this clause (other than a Subsidiary of any Person so acquiredv); and (ew) endorsements for collection, deposit or negotiation and warranties of products or services, in each case incurred in the ordinary course of business. Each category of Indebtedness of Subsidiaries of (other than Indebtedness under the Borrower (excluding Indebtedness otherwise permitted in clauses Loan Documents which shall at all times be deemed to be outstanding pursuant to clause (a)) through (d) set forth above shall be deemed to be cumulative and for purposes of determining compliance with this Section 7.036.01, in the event that an item of Indebtedness (or any portion thereof) which does not exceed at any time an aggregate principal meets the criteria of more than one of the categories described above, the Company, in its sole discretion, may classify or reclassify (or later divide, classify or reclassify) such item of Indebtedness (or any portion thereof) and shall only be required to include the amount outstanding equal to fifteen percent (15%) and type of Consolidated Net Tangible Assetssuch Indebtedness in one of the above clauses.